Camping World Holdings, Inc. (CWH)

CIK: 0001669779. SIC: 5500 Retail-Auto Dealers & Gasoline Stations. Latest 10-K as of: 2026-02-27.

SIC breadcrumb: Retail Trade > SIC Major Group 55 > SIC 5500 Retail-Auto Dealers & Gasoline Stations

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1669779. Latest filing source: 0001104659-26-021548.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001669779.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-30. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001669779.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001104659-26-053079.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2026-04-30. Report date: 2026-03-31.

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

​

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with our condensed consolidated financial statements and related notes included in Part I, Item 1 of this Form 10-Q, as well as our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026 (the “Annual Report”). This discussion contains forward-looking statements based upon current plans, expectations and beliefs involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various important factors, including those set forth under “Risk Factors” included in Part I, Item 1A of our Annual Report, the “Cautionary Note Regarding Forward-Looking Statements” in this Form 10-Q and in other parts of this Form 10-Q. Except to the extent that differences among reportable segments are material to an understanding of our business taken as a whole, we present the discussion in Management’s Discussion and Analysis of Financial Condition and Results of Operations on a consolidated basis.

Overview

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 March 31, 2026, we operated a total of 199 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 March 31, 2025 to March 31, 2026, are in the table below:

​

​

​

​

​

​

​

​

​

​

RV

RV Service &

​

​

​

Same

​

Dealerships

Retail Centers

​

Total

​

Store(1)

Number of store locations as of March 31, 2025

​

208

​

1

​

209

​

186

Opened

​

4

​

—

​

4

​

—

Temporarily closed

​

(1)

​

—

​

(1)

​

(1)

Closed

​

(13)

​

—

​

(13)

​

(10)

Achieved designation of same store (1)

​

—

​

—

​

—

​

11

Number of store locations as of March 31, 2026

​

198

​

1

​

199

​

186

​

​

​

​

​

​

​

​

​

(1)

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

31

Table of Contents

Industry Trends

According to the RV Industry Association’s (“RVIA”) survey of manufacturers, which almost entirely focuses on North America, wholesale shipments of new RVs for 2025 totaled 342,220 units, representing a 2.5% increase compared to 2024. In the Spring 2026 edition of RV RoadSigns, the quarterly forecast prepared by ITR Economics for the RVIA projected RV wholesale shipments to reach a median of 349,900 units in 2026, or 2.2% higher than 2025, with a range of approximately 332,800 to 367,000 units. RV wholesale shipments for the first three months of 2026 totaled 97,848 units, a decrease of 12.1% compared to the same period in the prior year per the March 2026 survey of manufacturers prepared by the RVIA. According to Statistical Surveys, Inc. (“SSI”) aggregation of North American RV retail transactions, new RV registrations in the U.S. declined by 2.4% to 314,677 registrations for the twelve-month period ended February 28, 2026 compared to the comparable period ended February 28, 2025. Used RV registrations experienced only a slight decrease in registrations over the same period. Additionally, SSI reported a decrease of new RV registrations in the U.S. of 10.2% and 24.1% for January and February 2026, respectively, compared to the same periods of 2025. While SSI new RV registration data was not available for March 2026, we expect that our same store new vehicle unit sales decline of 8.7% for the first quarter of 2026 was less than the overall decrease in new RV registrations in the U.S. for the same period, since we believe we significantly outperformed the new RV registration decreases in January and February 2026 based on our internal data. We, as well as the overall U.S. RV industry, were negatively impacted by adverse weather in the southeast portion of the U.S. during January and February 2026, which typically has a higher proportion of RV sales during those months compared to other portions of the U.S. that are normally impacted by the cold weather at that time.

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, if sustained, could apply downward pressure on average selling prices of RVs from the reduction in consumer discretionary spending and/or 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 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.

Financial Institutions

The Company maintains the majority of its cash and cash equivalents in accounts with major U.S. and multi-national financial institutions, and our deposits at certain of these institutions exceed insured limits. Market conditions can impact the viability of these institutions. In the event of failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we will be able to access uninsured funds in a timely manner or at all.

​

​

​

​

​

​

​

​

​

​

​

​

​

32

Table of Contents

Results of Operations

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

​

​

​

​

​

March 31, 2026

​

March 31, 2025

​

​

​

​

​

​

​

Percent of

​

​

​

​

Percent of

​

Favorable/ (Unfavorable)

($ in thousands)

  ​ ​ ​

Amount

  ​ ​ ​

Revenue

  ​ ​ ​

Amount

  ​ ​ ​

Revenue

  ​ ​ ​

$

  ​ ​ ​

%

Revenue:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Good Sam Services and Plans

​

$

48,458

​

3.6%

​

$

46,208

​

3.3%

​

$

2,250

​

4.9%

RV and Outdoor Retail

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

New vehicles

​

​

587,694

​

43.4%

​

​

621,432

​

44.0%

​

​

(33,738)

​

(5.4%)

Used vehicles

​

​

403,780

​

29.8%

​

​

422,351

​

29.9%

​

​

(18,571)

​

(4.4%)

Products, service and other

​

​

158,420

​

11.7%

​

​

164,992

​

11.7%

​

​

(6,572)

​

(4.0%)

Finance and insurance, net

​

​

146,100

​

10.8%

​

​

148,667

​

10.5%

​

​

(2,567)

​

(1.7%)

Good Sam Club

​

​

10,153

​

0.7%

​

​

9,874

​

0.7%

​

​

279

​

2.8%

Subtotal

​

​

1,306,147

​

96.4%

​

​

1,367,316

​

96.7%

​

​

(61,169)

​

(4.5%)

Total revenue

​

​

1,354,605

​

100.0%

​

​

1,413,524

​

100.0%

​

​

(58,919)

​

(4.2%)

 ​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Good Sam Services and Plans

​

​

29,549

​

2.2%

​

​

28,487

​

2.0%

​

​

1,062

​

3.7%

RV and Outdoor Retail

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

New vehicles

​

​

71,781

​

5.3%

​

​

85,073

​

6.0%

​

​

(13,292)

​

(15.6%)

Used vehicles

​

​

71,282

​

5.3%

​

​

78,390

​

5.5%

​

​

(7,108)

​

(9.1%)

Products, service and other

​

​

75,647

​

5.6%

​

​

80,253

​

5.7%

​

​

(4,606)

​

(5.7%)

Finance and insurance, net

​

​

146,100

​

10.8%

​

​

148,667

​

10.5%

​

​

(2,567)

​

(1.7%)

Good Sam Club

​

​

8,980

​

0.7%

​

​

8,758

​

0.6%

​

​

222

​

2.5%

Subtotal

​

​

373,790

​

27.6%

​

​

401,141

​

28.4%

​

​

(27,351)

​

(6.8%)

Total gross profit  

​

​

403,339

​

29.8%

​

​

429,628

​

30.4%

​

​

(26,289)

​

(6.1%)

 ​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Selling, general, and administrative

​

​

358,304

​

26.5%

​

​

387,445

​

27.4%

​

​

29,141

​

7.5%

Depreciation and amortization  

​

​

22,718

​

1.7%

​

​

22,544

​

1.6%

​

​

(174)

​

(0.8%)

Long-lived asset impairment

​

​

—

​

—

​

​

620

​

0.0%

​

​

620

​

100.0%

Loss on lease termination and/or remeasurement

​

​

64

​

0.0%

​

​

—

​

—

​

​

(64)

​

n/m

Loss (gain) on sale or disposal of assets

​

​

168

​

0.0%

​

​

(1,823)

​

(0.1%)

​

​

(1,991)

​

(109.2%)

Total operating expenses

​

​

381,254

​

28.1%

​

​

408,786

​

28.9%

​

​

27,532

​

6.7%

Income from operations

​

​

22,085

​

1.6%

​

​

20,842

​

1.5%

​

​

1,243

​

6.0%

Other expense:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Floor plan interest expense

​

​

(21,819)

​

(1.6%)

​

​

(18,306)

​

(1.3%)

​

​

(3,513)

​

(19.2%)

Other interest expense, net

​

​

(26,849)

​

(2.0%)

​

​

(30,531)

​

(2.2%)

​

​

3,682

​

12.1%

Other expense, net

​

​

(162)

​

(0.0%)

​

​

(158)

​

(0.0%)

​

​

(4)

​

(2.5%)

Total other expense

​

​

(48,830)

​

(3.6%)

​

​

(48,995)

​

(3.5%)

​

​

165

​

0.3%

Loss before income taxes

​

​

(26,745)

​

(2.0%)

​

​

(28,153)

​

(2.0%)

​

​

1,408

​

5.0%

Income tax benefit

​

​

84

​

0.0%

​

​

3,471

​

0.2%

​

​

(3,387)

​

(97.6%)

Net loss

​

​

(26,661)

​

(2.0%)

​

​

(24,682)

​

(1.7%)

​

​

(1,979)

​

(8.0%)

Less: net loss attributable to non-controlling interests

​

​

10,259

​

0.8%

​

​

12,402

​

0.9%

​

​

(2,143)

​

(17.3%)

Net loss attr

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-02-27. Report date: 2025-12-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with our Consolidated Financial Statements and related notes included in Part II, Item 8 of this Form 10-K. This discussion contains forward-looking statements based upon current plans, expectations and beliefs involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various important factors, including those set forth under “Risk Factors” included in Part I, Item 1A of this Form 10-K, the “Cautionary Note Regarding Forward-Looking Statements” and in other parts of this Form 10-K. Except to the extent that differences among reportable segments are material to an understanding of our business taken as a whole, we present the discussion in Management’s Discussion and Analysis of Financial Condition and Results of Operations on a consolidated basis.

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

Overview

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 December 31, 2025, we operated a total of 196 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.

A summary of the changes in quantities and types of retail stores and changes in same stores from December 31, 2024 to December 31, 2025, are in the table below:

​

​

​

​

​

​

​

​

​

​

RV

RV Service &

​

​

​

Same

​

Dealerships

Retail Centers

​

Total

​

Store(1)

Number of store locations as of December 31, 2024

​

204

​

2

​

206

​

175

Opened

​

9

​

—

​

9

​

—

Converted

​

1

​

(1)

​

—

​

(1)

Temporarily closed

​

(2)

​

—

​

(2)

​

(2)

Closed

​

(17)

​

—

​

(17)

​

(12)

Achieved designation of same store (1)

​

—

​

—

​

—

​

15

Number of store locations as of December 31, 2025

​

195

​

1

​

196

​

175

​

​

​

​

​

​

​

​

​

(1)

Our same store revenue and units calculations for a given period include only those stores that were open both at the end of the corresponding period and at the beginning of the preceding fiscal year. See “Results of Operations” below for same store revenue and unit sales.

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

56

Table of Contents

Segments

We operate two reportable segments: (i) Good Sam Services and Plans, and (ii) RV and Outdoor Retail. We identify our reporting segments based on the organizational units used by management to monitor performance and make operating decisions. See Note 1 — Summary of Significant Accounting Policies — Description of the Business and Note 23 — Segment Information to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information regarding our reportable segments.

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

​

​

​

​

​

​

​

​

​

​

Year Ended December 31,

​

2025

​

2024

  ​ ​

2023

As percentage of total revenue:

​

​

​

​

​

​

​

​

Good Sam Services and Plans

​

3.1%

​

​

3.2%

​

​

3.1%

RV and Outdoor Retail

​

96.9%

​

​

96.8%

​

​

96.9%

As percentage of total Segment Adjusted EBITDA:

​

​

​

​

​

​

​

​

Good Sam Services and Plans

​

33.5%

​

​

49.0%

​

​

37.1%

RV and Outdoor Retail

​

66.5%

​

​

51.0%

​

​

62.9%

​

Key Performance Indicators

We evaluate the results of our overall business based on a variety of factors, including the number of Active Customers and Good Sam members, revenue and same store revenue, vehicle units, and same store vehicle units, gross profit and gross profit per vehicle sold, gross margin, finance and insurance per vehicle (“PV”), vehicle inventory turnover, Adjusted EBITDA and Adjusted EBITDA margin, and selling, general and administrative expenses (“SG&A”) excluding stock-based compensation (“SBC”).

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, 2025, we had a base of 175 same stores. For the years ended December 31, 2025 and 2024, our aggregate same store revenue was $5.5 billion and $5.3 billion, respectively. With same store revenue driven by the number of transactions and the average transaction price, changes in our mix of new vehicle sales have in the past negatively impacted, and in the future is likely to negatively impact, our new vehicle same store revenue. Over the past several years, we have seen a shift in our overall mix of new RV sales towards travel trailer vehicles, which tend to carry lower average selling prices than other classes of new RV vehicles. From 2015 to 2025, total new vehicle travel trailer units have increased from 62% to 79% of total new vehicle unit sales. From 2015 to 2025 our average selling price of a new vehicle unit decreased 7.0% from $39,853 to $37,083, as the higher mix of lower priced travel trailers was partially offset by inflation over that period.

Gross Profit and Gross Margins.  Gross profit is our total revenue less our total costs applicable to revenue. Our total costs applicable to revenue primarily consists of the cost of goods and cost of sales, exclusive of depreciation and amortization. Gross margin is gross profit as a percentage of revenue.

Our gross profit is variable in nature and generally follows changes in our revenue. Sales of new vehicles generally result in a lower gross margin than other areas of our business, including used vehicles, repair service and installation work, RV equipment and accessories, outdoor equipment and accessories and finance and insurance products. While gross margins for our RV and Outdoor Retail segment are lower than gross margins for our Good Sam Services and Plans, this segment generates significant gross profit and is our primary means of acquiring new customers, to whom we then cross sell our higher margin products and services with recurring revenue. We believe the overall growth of our RV and Outdoor Retail segment will allow us to continue to drive growth in gross profit due to our ability to cross sell our Good Sam Services and Plans to our Active Customer base.

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Adjusted EBITDA and Adjusted EBITDA Margin.  Adjusted EBITDA and Adjusted EBITDA Margin are some of the primary metrics management uses to evaluate the financial performance of our business. Adjusted EBITDA and Adjusted EBITDA Margin are also frequently used by analysts, investors, and other interested parties to evaluate companies in our industry. Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP metrics. We use Adjusted EBITDA and Adjusted EBITDA Margin to supplement GAAP measures of performance as follows:

●

as a measurement of operating performance to assist us in comparing the operating performance of our business on a consistent basis, and remove the impact of items not directly resulting from our core operations;

●

for planning purposes, including the preparation of our internal annual operating budget and financial projections; and

●

to evaluate the performance and effectiveness of our operational strategies.

For the definitions of Adjusted EBITDA and Adjusted EBITDA Margin, a reconciliation of Adjusted EBITDA to net income, a reconciliation of Adjusted EBITDA Margin to net income margin, and a further discussion of how we utilize these non-GAAP financial measures and their limitations, see “Non-GAAP Financial Measures” below.

SG&A Excluding SBC as a Percentage of Gross Profit.  SG&A Excluding SBC is a significant component of our Adjusted EBITDA and Adjusted EBITDA Margin. SBC is excluded from the determination of Adjusted EBITDA and Adjusted EBITDA Margin. Our ability to control costs within SG&A Excluding SBC and the extent to which these expenses are variable with gross profit are a significant focus of our management and we believe they are a focus of analysts, investors, and other interested parties to evaluate companies in our industry.

For a definition of SG&A Excluding SBC, a reconciliation of SG&A Excluding SBC to SG&A, and a further discussion of how we utilize this non-GAAP financial measure and its limitations, see “Non-GAAP Financial Measures” below.

Industry Trends

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

The increased mix of lower cost recent model year vehicles during 2025 compared to 2024, as well as a mix shift toward more inexpensive entry level travel trailers, resulted in lower average selling prices and lower average cost per unit of new vehicles, which partially offset each other to reduce gross margins by 120 basis points during 2025. Additionally, residual values of used vehicles declined during 2024 as a result of a decrease in new vehicle costs, which resulted in 2025 having slightly lower average selling prices of used vehicles, slightly lower average cost per unit of used vehicles, and a slight improvement in used vehicle gross margins.

We experienced lower used vehicle inventory levels for much of 2024 as we slowed procurement to allow RV owner pricing expectations to adjust as a result of 2024 model year pricing declines. Beginning in the fourth quarter of 2024 after the release of 2025 model year pricing, we took steps to increase used vehicle revenue and unit sales by increasing the procurement of used vehicles. This resulted in a 22.1% increase in used vehicles revenue and 24.6% increase in used vehicles unit sales in 2025. Since used vehicle inventory levels were normalized during 2025, we would expect used vehicles revenue and unit sales in 2026 to grow at a lower rate than what we experienced in 2025.

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Table of Contents

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 made adjustments to our procurement practices to partially mitigate certain of the negative effects that additional tariffs may impose on the sourcing of our inventory and equipment. Additionally, many of our U.S.-based suppliers source some of their components from these countries, which has resulted and may in the future result in higher procurement costs from U.S.-based suppliers. In 2025, our costs applicable to revenue included the costs of directly sourced inventory from China, Mexico, and Canada of approximately $37.6 million, $10.5 million and $2.3 million, respectively.

Financial Institutions

The Company maintains the majority of its cash and cash equivalents in accounts with major U.S. and multi-national financial institutions, and our deposits at certain of these institutions exceed insured limits. Market conditions can impact the viability of these institutions. In the event of failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we will be able to access uninsured funds in a timely manner or at all.

Restructuring

In 2019, we made a strategic decision to refocus our business around our core RV competencies (the “2019 Strategic Shift”), which was substantially complete by December 31, 2021. On March 1, 2023, our management determined to implement plans to exit and restructure operations of our indirect subsidiary, Active Sports, LLC, a specialty products retail business (the “Active Sports Restructuring”), which were substantially complete by December 31, 2023. For the 2019 Strategic Shift, the remaining potential ongoing charges relate to lease termination costs and other associated costs relating to the leases of certain previously closed locations and facilities. The timing of sublease and/or termination negotiations will vary as both are contingent on landlord approvals. We expect 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. 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 $0.8 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.

Our Corporate Structure Impact on Income Taxes

Our corporate structure is commonly referred to as an “Up-C” structure and typically results in a different relationship between income before income taxes and income tax expense than would be experienced by most public companies with a more traditional corporate structure. More traditional structures are typically comprised predominately of Subchapter C corporations (“C-Corps”) and/or lacking significant non-controlling interests with holdings through limited liability companies or partnerships. Typically, most of our income tax expense is recorded at the CWH level, our public holding company, based on its allocation of taxable income from CWGS, LLC.

More specifically, CWH is organized as a C-Corp and, as of December 31, 2025, is a 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.

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

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Table of Contents

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, 2025, 2024 and 2023, the Company used a blended statutory tax rate assumption between 25.0% and 25.3%, for income adjustments applicable to CWH when calculating the adjusted net income attributable to Camping World Holdings, Inc. — basic and diluted (see “Non-GAAP Financial Measures” in Part II, Item 7 of this Form 10-K). For the year ended December 31, 2025, CWH recorded a full valuation allowance on its CWH net deferred tax assets, which is expected to significantly reduce the income tax expense that CWH will record in periods after 2025 while that full valuation allowance is in place (see Note 12 — Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K). CWGS, LLC may be liable for various other state and local taxes.

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

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

($ in thousands)

  ​ ​

2025

​

2024

  ​ ​

2023

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

​

$

(213,922)

​

$

13,533

​

$

8,064

Income tax expense recorded by CWGS, LLC(2)

​

​

(11,875)

​

​

(2,156)

​

​

(4,537)

Income tax (expense) benefit

​

$

(225,797)

​

$

11,377

​

$

3,527

(1)

During the year ended December 31, 2025, this amount included $182.8 million of income tax expense related to the full valuation allowance recorded on CWH’s net deferred tax assets and $37.3 million of income tax expense for the associated reduction in the Tax Receivable Agreement liability. During the year ended December 31, 2024, this amount included $11.4 million of income tax benefit related to federal net operating losses and $5.5 million related to state net operating losses. During the year ended December 31, 2023, this amount included $3.1 million of net income tax benefit related to the LLC Conversion and the realization of a portion of outside basis in CWGS, LLC, which previously had a valuation allowance. Additionally, the Company recorded an income tax benefit of $4.1 million related to an entity classification election, which was filed in the third quarter of 2023 with an effective date of January 2, 2023. This income tax expense was primarily from the write-off of deferred tax assets, which was partially offset by the release of valuation allowance. During the year ended December 31, 2023, the Company recorded $15.3 million of income tax benefit related to changes in the valuation allowance on the Company’s outside basis difference deferred tax asset in CWGS, LLC. See Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

(2)

During the year ended December 31, 2023, this amount included $2.9 million of income tax benefit related to CW state unitary net operating losses. This income tax expense was primarily from the write-off of deferred tax assets, which was partially offset by the release of valuation allowance. See Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

​

​

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Table of Contents

Results of Operations

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

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

​

​

​

​

​

​

​

December 31, 2025

​

December 31, 2024

​

​

​

​

​

​

​

​

Percent of

​

​

​

​

Percent of

​

Favorable/ (Unfavorable)

​

($ in thousands)

  ​ ​ ​

Amount

  ​ ​ ​

Revenue

  ​ ​ ​

Amount

  ​ ​ ​

Revenue

  ​ ​ ​

$

  ​ ​ ​

%

  ​ ​ ​

Revenue:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Good Sam Services and Plans

​

$

199,751

​

3.1%

​

$

194,575

​

3.2%

​

$

5,176

​

2.7%

​

RV and Outdoor Retail

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

New vehicles

​

​

2,761,149

​

43.4%

​

​

2,825,640

​

46.3%

​

​

(64,491)

​

(2.3%)

​

Used vehicles

​

​

1,970,224

​

30.9%

​

​

1,613,849

​

26.5%

​

​

356,375

​

22.1%

​

Products, service and other

​

​

756,984

​

11.9%

​

​

820,111

​

13.4%

​

​

(63,127)

​

(7.7%)

​

Finance and insurance, net

​

​

639,544

​

10.0%

​

​

599,718

​

9.8%

​

​

39,826

​

6.6%

​

Good Sam Club

​

​

41,497

​

0.7%

​

​

46,081

​

0.8%

​

​

(4,584)

​

(9.9%)

​

Subtotal

​

​

6,169,398

​

96.9%

​

​

5,905,399

​

96.8%

​

​

263,999

​

4.5%

​

Total revenue

​

​

6,369,149

​

100.0%

​

​

6,099,974

​

100.0%

​

​

269,175

​

4.4%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Good Sam Services and Plans

​

​

115,550

​

1.8%

​

​

123,849

​

2.0%

​

​

(8,299)

​

(6.7%)

​

RV and Outdoor Retail

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

New vehicles

​

​

364,908

​

5.7%

​

​

407,471

​

6.7%

​

​

(42,563)

​

(10.4%)

​

Used vehicles

​

​

364,992

​

5.7%

​

​

296,697

​

4.9%

​

​

68,295

​

23.0%

​

Products, service and other

​

​

355,386

​

5.6%

​

​

356,471

​

5.8%

​

​

(1,085)

​

(0.3%)

​

Finance and insurance, net

​

​

639,544

​

10.0%

​

​

599,718

​

9.8%

​

​

39,826

​

6.6%

​

Good Sam Club

​

​

36,772

​

0.6%

​

​

41,290

​

0.7%

​

​

(4,518)

​

(10.9%)

​

Subtotal

​

​

1,761,602

​

27.7%

​

​

1,701,647

​

27.9%

​

​

59,955

​

3.5%

​

Total gross profit

​

​

1,877,152

​

29.5%

​

​

1,825,496

​

29.9%

​

​

51,656

​

2.8%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Selling, general, and administrative

​

​

1,603,222

​

25.2%

​

​

1,573,117

​

25.8%

​

​

(30,105)

​

(1.9%)

​

Depreciation and amortization

​

​

95,335

​

1.5%

​

​

81,190

​

1.3%

​

​

(14,145)

​

(17.4%)

​

Long-lived asset impairment

​

​

1,237

​

0.0%

​

​

15,061

​

0.2%

​

​

13,824

​

91.8%

​

Gain on lease termination and/or remeasurement

​

​

(1,996)

​

(0.0%)

​

​

(2,297)

​

(0.0%)

​

​

(301)

​

(13.1%)

​

(Gain) loss on sale or disposal of assets

​

​

(850)

​

(0.0%)

​

​

9,855

​

0.2%

​

​

10,705

​

n/m

​

Total operating expenses

​

​

1,696,948

​

26.6%

​

​

1,676,926

​

27.5%

​

​

(20,022)

​

(1.2%)

​

Income from operations

​

​

180,204

​

2.8%

​

​

148,570

​

2.4%

​

​

31,634

​

21.3%

​

Other expense:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Floor plan interest expense

​

​

(76,786)

​

(1.2%)

​

​

(95,121)

​

(1.6%)

​

​

18,335

​

19.3%

​

Other interest expense, net

​

​

(121,836)

​

(1.9%)

​

​

(140,444)

​

(2.3%)

​

​

18,608

​

13.2%

​

Tax Receivable Agreement liability adjustment

​

​

148,956

​

2.3%

​

​

—

​

0.0%

​

​

148,956

​

n/m

​

Other expense, net

​

​

(10,379)

​

(0.2%)

​

​

(3,262)

​

(0.1%)

​

​

(7,117)

​

(218.2%)

​

Total other expense

​

​

(60,045)

​

(0.9%)

​

​

(238,827)

​

(3.9%)

​

​

178,782

​

74.9%

​

Income (loss) before income taxes

​

​

120,159

​

1.9%

​

​

(90,257)

​

(1.5%)

​

​

210,416

​

233.1%

​

Income tax (expense) benefit

​

​

(225,797)

​

(3.5%)

​

​

11,377

​

0.2%

​

​

(237,174)

​

n/m

​

Net loss

​

​

(105,638)

​

(1.7%)

​

​

(78,880)

​

(1.3%)

​

​

(26,758)

​

(33.9%)

​

Less: net (loss) income attributable to non-controlling interests

​

​

15,839

​

0.2%

​

​

40,243

​

0.7%

​

​

(24,404)

​

(60.6%)

​

Net loss attributable to Camping World Holdings, Inc.

​

$

(89,799)

​

(1.4%)

​

$

(38,637)

​

(0.6%)

​

$

(51,162)

​

(132.4%)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

n/m- not meaningful

61

Table of Contents

Supplemental Data

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

Increase

​

​

Percent

​

​

2025

  ​ ​ ​

2024

  ​ ​ ​

(decrease)

​

  ​ ​ ​

Change

Unit sales

  ​ ​ ​

​

​

  ​ ​ ​

​

​

  ​ ​ ​

​

​

​

  ​ ​ ​

​

​

New vehicles

​

​

74,458

​

​

70,484

​

​

3,974

​

​

​

5.6%

Used vehicles

​

​

63,574

​

​

51,032

​

​

12,542

​

​

​

24.6%

Total

​

​

138,032

​

​

121,516

​

​

16,516

​

​

​

13.6%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Average selling price

​

​

​

​

​

​

​

​

​

​

​

​

​

New vehicles

​

$

37,083

​

$

40,089

​

$

(3,006)

​

​

​

(7.5%)

Used vehicles

​

​

30,991

​

​

31,624

​

​

(633)

​

​

​

(2.0%)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Same store unit sales(1)

​

​

​

​

​

​

​

​

​

​

​

​

​

New vehicles

​

​

67,984

​

​

63,584

​

​

4,400

​

​

​

6.9%

Used vehicles

​

​

58,254

​

​

46,858

​

​

11,396

​

​

​

24.3%

Total

​

​

126,238

​

​

110,442

​

​

15,796

​

​

​

14.3%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

New vehicles

​

$

2,518,571

​

$

2,570,225

​

$

(51,654)

​

​

​

(2.0%)

Used vehicles

​

​

1,798,591

​

​

1,490,114

​

​

308,477

​

​

​

20.7%

Products, service and other

​

​

609,435

​

​

652,874

​

​

(43,439)

​

​

​

(6.7%)

Finance and insurance, net

​

​

590,295

​

​

549,811

​

​

40,484

​

​

​

7.4%

Total

​

$

5,516,892

​

$

5,263,024

​

$

253,868

​

​

​

4.8%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Average gross profit per unit

​

​

​

​

​

​

​

​

​

​

​

​

​

New vehicles

​

$

4,901

​

$

5,781

​

$

(880)

​

​

​

(15.2%)

Used vehicles

​

​

5,741

​

​

5,814

​

​

(73)

​

​

​

(1.3%)

Finance and insurance, net per vehicle unit

​

​

4,633

​

​

4,935

​

​

(302)

​

​

​

(6.1%)

Total vehicle front-end yield(2)

​

​

9,921

​

​

10,730

​

​

(809)

​

​

​

(7.5%)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Gross margin

​

​

​

​

​

​

​

​

​

​

​

​

​

Good Sam Services and Plans

​

​

57.8%

​

​

63.7%

​

​

(580)

bps

​

​

​

New vehicles

​

​

13.2%

​

​

14.4%

​

​

(120)

bps

​

​

​

Used vehicles

​

​

18.5%

​

​

18.4%

​

​

14

bps

​

​

​

Products, service and other

​

​

46.9%

​

​

43.5%

​

​

348

bps

​

​

​

Finance and insurance, net

​

​

100.0%

​

​

100.0%

​

​

unch

​

​

​

​

Good Sam Club

​

​

88.6%

​

​

89.6%

​

​

(99)

bps

​

​

​

Subtotal RV and Outdoor Retail

​

​

28.6%

​

​

28.8%

​

​

(26)

bps

​

​

​

Total gross margin

​

​

29.5%

​

​

29.9%

​

​

(45)

bps

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Retail locations

​

​

​

​

​

​

​

​

​

​

​

​

​

RV dealerships

​

​

195

​

​

204

​

​

(9)

​

​

​

(4.4%)

RV service & retail centers

​

​

1

​

​

2

​

​

(1)

​

​

​

(50.0%)

Total

​

​

196

​

​

206

​

​

(10)

​

​

​

(4.9%)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

RV and Outdoor Retail inventories ($ in 000s)

​

​

​

​

​

​

​

​

​

​

​

​

​

New vehicles

​

$

1,421,435

​

$

1,241,533

​

$

179,902

​

​

​

14.5%

Used vehicles

​

​

530,861

​

​

413,546

​

​

117,315

​

​

​

28.4%

Products, parts, accessories and misc.

​

​

159,255

​

​

166,495

​

​

(7,240)

​

​

​

(4.3%)

Total RV and Outdoor Retail inventories

​

$

2,111,551

​

$

1,821,574

​

$

289,977

​

​

​

15.9%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Vehicle inventory per location ($ in 000s)

​

​

​

​

​

​

​

​

​

​

​

​

​

New vehicle inventory per dealer location

​

$

7,289

​

$

6,086

​

$

1,203

​

​

​

19.8%

Used vehicle inventory per dealer location

​

​

2,722

​

​

2,027

​

​

695

​

​

​

34.3%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Vehicle inventory turnover(3)

​

​

​

​

​

​

​

​

​

​

​

​

​

New vehicle inventory turnover

​

​

1.7

​

​

1.8

​

​

(0.1)

​

​

​

(3.5%)

Used vehicle inventory turnover

​

​

3.1

​

​

3.3

​

​

(0.2)

​

​

​

(7.3%)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Other data

​

​

​

​

​

​

​

​

​

​

​

​

​

Active Customers(4)

​

​

4,207,712

​

​

4,487,313

​

​

(279,601)

​

​

​

(6.2%)

Good Sam Club members(5)

​

​

1,619,078

​

​

1,753,798

​

​

(134,720)

​

​

​

(7.7%)

Service bays(6)

​

​

2,794

​

​

2,812

​

​

(18)

​

​

​

(0.6%)

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

​

​

13.5%

​

​

13.5%

​

​

1

bps

​

​

n/a

Same store locations

​

​

175

​

​

n/a

​

​

n/a

​

​

​

n/a

62

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

unch -unchanged

bps- basis points

n/a- not applicable

​

(1)

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

(2)

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

(3)

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

(4)

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

(5)

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

(6)

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

Revenue and Gross Profit

Good Sam Services and Plans

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

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

RV and Outdoor Retail

New vehicles

New vehicles revenue decreased primarily due to a 7.5% decrease in the average selling price per new vehicle sold, partially offset by a 5.6% increase in the new vehicles unit sales. On a same store basis, new vehicles revenue decreased 2.0% to $2.5 billion resulting from an 8.4% decrease in the average price per vehicle sold which was impacted by the mix shift toward more inexpensive entry level travel trailers, partially offset by a 6.9% increase in new vehicles units sold.

New vehicles gross profit decreased primarily due to a 120 basis point decrease in new vehicles gross margin, which was partially offset by the 5.6% increase in new vehicles unit sales. The new vehicles gross margin decrease was primarily driven by the 7.5% decrease in the average selling price per new vehicle sold, partially offset by a 6.2% reduction in the average cost per new vehicle sold.

Used vehicles

Used vehicles revenue increased primarily due to a 24.6% increase in used vehicles unit sales, partially offset by a 2.0% decrease in the average selling price per used vehicle sold. On a same store basis, used vehicles revenue increased 20.7% to $1.8 billion resulting from an increase in used vehicles unit sales of 24.3%, partially offset by a 2.9% decrease in average sales price per used vehicle sold.

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

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

Products, service and other

Products, service and other revenue decreased primarily due to increased mix of labor towards used vehicle reconditioning and away from customer pay and warranty work as used vehicle sales volumes increased, and the divestiture of our RV furniture business in May 2024, which contributed $9.3 million of revenue outside of the RV furniture sold through our store locations in 2024. On a same store basis, products, service and other revenue decreased 6.7% to $609.4 million.

The slight decrease in products, service and other gross profit was due to the lower revenue discussed above, mostly offset by the 348 basis point increase in gross margins. The products, service and other gross margin increase was primarily driven by higher labor billing rates, improved gross margins on our aftermarket parts assortment, and the divestiture of the RV furniture business, which had a negative gross margin for 2024.

Finance and insurance, net

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

Good Sam Club

Good Sam Club revenue and gross profit had a decrease primarily from a 7.7% decrease in Good Sam Club members, excluding free basic plan members, increased club digital marketing expense to attract new members and retain existing members, and increased employee compensation costs. The decline in Good Sam Club members was a result of the availability of the free basic plan that was introduced in late 2023, which provides for limited participation in the loyalty point program without access to the remaining member benefits, price increases introduced by early 2024 that impacted renewal rates, and the discontinuation of a three-year membership that was replaced by a one-year elite tier membership with similar pricing.

Operating Expenses and Other

SG&A

Selling, general and administrative expenses increased primarily due to a $22.6 million increase in stock-based compensation expense (“SBC”), a $12.5 million increase in outside service provider fees related primarily to software expenses and related maintenance expense; and an $11.4 million increase in commissions costs; partially offset by a $16.7 million decrease in employee cash compensation costs excluding commissions.

Depreciation and amortization

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

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Table of Contents

Long-lived asset impairment

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

Gain on lease termination and/or remeasurement

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

(Gain) loss on sale or disposal of assets

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

Floor plan interest expense

The decrease in floor plan interest expense was primarily due to a 128 basis point decrease in the average floor plan borrowing rate. The average interest rate for the Floor Plan Facility for the years ended December 31, 2025 and 2024 was 6.35% and 7.63%, respectively.

Other interest expense, net

Other interest expense, net decreased primarily due to a 93 basis point decrease in the Term Loan Facility average interest rate, and lower average principal balances on the Company’s Term Loan Facility and Real Estate Facilities (see Note 10 – Long-Term Debt to our consolidated financial statements included in Part II, Item 8 of this Form 10-K). The average interest rate for the Term Loan Facility for the years ended December 31, 2025 and 2024 was 6.87% and 7.80%, respectively. The average interest rate on the M&T Real Estate Facility for years ended December 31, 2025 and 2024 was 6.78% and 7.45%, respectively.

Tax Receivable Agreement Liability adjustment

The increase in Tax Receivable Agreement liability adjustment was based on the change in the determination of the realizability of future cash tax benefits underlying the estimate of future payments under the Tax Receivable Agreement during the year ended December 31, 2025, which resulted in a remaining Tax Receivable Agreement liability of $1.4 million as of December 31, 2025. See Note 12 ― Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for further details.

Other expense, net

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

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Table of Contents

Income tax (expense) benefit

The change in income tax (expense) benefit was primarily due to $182.8 million of income tax expense for establishing a full valuation allowance against the net deferred tax assets of the public holding company, CWH, during the year ended December 31, 2025 and $37.3 million of income tax expense for the remeasurement of deferred tax assets associated with the reduction of the Tax Receivable Agreement liability, as discussed above. See Note 12 ― Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for further details.

Segment Results

The following tables set forth information comparing select components of Segment Adjusted EBITDA for the years ended December 31, 2025 and 2024 (see Note 23 — Segment Information of our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information on our segments).

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31,

​

​

​

​

​

2025

​

2024

​

Favorable /

​

​

​

​

​

Percent of

​

​

​

Percent of

​

(Unfavorable)

​

($ in thousands)

  ​ ​ ​

Amount

  ​ ​ ​

Revenue

  ​ ​ ​

Amount

  ​ ​ ​

Revenue

  ​ ​ ​

$

  ​ ​ ​

%

  ​

Good Sam Services and Plans:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenue:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

External revenue

​

$

199,751

​

99.4%

​

$

194,575

​

99.5%

​

$

5,176

​

2.7%

​

Intersegment revenue(1)

​

​

1,181

​

0.6%

​

​

1,055

​

0.5%

​

​

126

​

11.9%

​

Total revenue before intersegment eliminations

​

​

200,932

​

100.0%

​

​

195,630

​

100.0%

​

​

5,302

​

2.7%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Segment expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Adjusted costs applicable to revenue(2)

​

​

84,082

​

41.8%

​

​

70,557

​

36.1%

​

​

(13,525)

​

(19.2%)

​

Intersegment costs applicable to revenue(3)

​

​

742

​

0.4%

​

​

784

​

0.4%

​

​

42

​

5.4%

​

Adjusted selling, general and administrative(4)

​

​

30,432

​

15.1%

​

​

29,774

​

15.2%

​

​

(658)

​

(2.2%)

​

Segment Adjusted EBITDA

​

$

85,676

​

42.6%

​

$

94,515

​

48.3%

​

$

(8,839)

​

(9.4%)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

RV and Outdoor Retail:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenue:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

External revenue

​

$

6,169,398

​

99.8%

​

$

5,905,399

​

99.8%

​

$

263,999

​

4.5%

​

Intersegment revenue(1)

​

​

10,932

​

0.2%

​

​

11,358

​

0.2%

​

​

(426)

​

(3.8%)

​

Total revenue before intersegment eliminations

​

​

6,180,330

​

100.0%

​

​

5,916,757

​

100.0%

​

​

263,573

​

4.5%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Segment expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Adjusted costs applicable to revenue(2)

​

​

4,407,456

​

71.3%

​

​

4,203,549

​

71.0%

​

​

(203,907)

​

(4.9%)

​

Intersegment costs applicable to revenue(3)

​

​

11,615

​

0.2%

​

​

9,780

​

0.2%

​

​

(1,835)

​

(18.8%)

​

Adjusted selling, general and administrative(4)

​

​

1,514,890

​

24.5%

​

​

1,509,557

​

25.5%

​

​

(5,333)

​

(0.4%)

​

Floor plan interest expense

​

​

76,786

​

1.2%

​

​

95,121

​

1.6%

​

​

18,335

​

19.3%

​

Other segment items(5)

​

​

(155)

​

(0.0%)

​

​

188

​

0.0%

​

​

343

​

n/m

​

Segment Adjusted EBITDA

​

$

169,738

​

2.7%

​

$

98,562

​

1.7%

​

$

71,176

​

72.2%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

n/m – not meaningful​

(1)

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

(2)

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

(3)

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

(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.

​

66

Table of Contents

Good Sam Services and Plans Segment

See the “Revenue and Gross Profit” section above for a discussion of impacts to revenue for Good Sam Services and Plans. Adjusted costs applicable to segment revenues reflected increased roadside assistance claims costs and costs associated with the tire rescue roadside assistance business purchased in June, 2024. The adjusted selling, general and administrative expenses increased primarily from increased employee cash compensation expense. The Good Sam Services and Plans Segment Adjusted EBITDA decrease was driven primarily by the increase to adjusted costs applicable to revenue and additional adjusted selling, general and administrative expenses, partially offset by the increase to external revenue discussed above. Intersegment revenue and intersegment costs applicable to revenue did not have a significant impact on the decrease in Segment Adjusted EBITDA.

RV and Outdoor Retail Segment

See the “Revenue and Gross Profit” section above for a discussion of impacts to revenue for RV and Outdoor Retail and “Floor plan interest expense” section above for a discussion of the decrease in floor plan interest expense. Adjusted costs applicable to segment revenue increased from (i) higher total vehicle costs driven by 13.6% higher total unit sales, partially offset by the reductions in cost per new and used vehicles discussed above, and (ii) lower products, service and other costs applicable to revenue primarily from the same drivers of the decrease in revenue discussed above. Adjusted selling, general and administrative expense increased primarily due to $12.1 million of increased fees paid to outside services providers primarily relating to software expenses and related maintenance expenses, $11.4 million of increased commissions costs, and $3.8 million of additional legal fees and reserves, partially offset by $20.6 million of reduced employee cash compensation expense excluding commissions. The RV and Outdoor Retail Segment Adjusted EBITDA increased from the increases in revenue and reduction in floor plan interest expense, partially offset by the increase in adjusted costs applicable to segment revenue discussed above, and increased adjusted selling, general and administrative expense. Intersegment revenue, intersegment costs applicable to revenue, and intersegment operating expenses did not have a significant impact on the increase in Segment Adjusted EBITDA.

​

Non-GAAP Financial Measures

To supplement our 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 (Loss) Income Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. – Diluted, Adjusted (Loss) Earnings Per Share – Basic, Adjusted (Loss) Earnings Per Share – Diluted, and 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

67

Table of Contents

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

For periods beginning after December 31, 2022 for the 2019 Strategic Shift and for periods beginning after December 31, 2023 for the Active Sports Restructuring, we are no longer including the other associated costs category of expenses relating to those restructuring activities as restructuring costs for purposes of our Non-GAAP Financial Measures, since these costs are not expected to be significant in future periods. For a discussion of restructuring activities, see Note 5 — Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.

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

EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin

We define “EBITDA” as net (loss) income before other interest expense, net (excluding floor plan interest expense), provision for income tax expense and depreciation and amortization. We define “Adjusted EBITDA” as EBITDA further adjusted for the impact of certain noncash and other items that we do not consider in our evaluation of ongoing operating performance. These items include, among other things, long-lived asset impairment, gains on lease termination and/or remeasurement, gains and losses on sale or disposal of assets, net, SBC, modification expense relating to Marcus A. Lemonis’ second amended and restated employment agreement, Tax Receivable Agreement liability adjustment, restructuring costs, loss and/or 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.

The following table reconciles Segment Adjusted EBITDA to consolidated Adjusted EBITDA:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

($ in thousands)

  ​ ​ ​

2025

​

2024

​

2023

Good Sam Services and Plans Segment Adjusted EBITDA

​

$

85,676

​

$

94,515

​

$

110,880

RV and Outdoor Retail Segment Adjusted EBITDA

​

​

169,738

​

​

98,562

​

​

188,329

Total Segment Adjusted EBITDA

​

​

255,414

​

​

193,077

​

​

299,209

Corporate and Other Adjusted EBITDA

​

​

(12,492)

​

​

(14,234)

​

​

(12,996)

Total Adjusted EBITDA

​

$

242,922

​

$

178,843

​

$

286,213

​

​

​

​

​

​

​

​

​

​

​

68

Table of Contents

The following table reconciles EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin to the most directly comparable GAAP financial performance measures:

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31,

($ in thousands)

  ​ ​ ​

2025

​

2024

  ​ ​ ​

2023

EBITDA and Adjusted EBITDA:

​

​

​

​

​

​

​

​

​

Net (loss) income

​

$

(105,638)

​

$

(78,880)

​

$

52,929

Other interest expense, net

​

​

121,836

​

​

140,444

​

​

135,270

Depreciation and amortization

​

​

95,335

​

​

81,190

​

​

68,643

Income tax expense (benefit)

​

​

225,797

​

​

(11,377)

​

​

(3,527)

Subtotal EBITDA

​

​

337,330

​

​

131,377

​

​

253,315

Long-lived asset impairment (a)

​

​

1,237

​

​

15,061

​

​

9,269

Gain on lease termination and/or remeasurement (b)

​

​

(1,996)

​

​

(2,297)

​

​

(103)

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

​

​

(850)

​

​

9,855

​

​

(5,222)

SBC (d)

​

​

44,278

​

​

21,585

​

​

24,086

Employment agreement modification expense (e)

​

​

1,500

​

​

—

​

​

—

Tax Receivable Agreement liability adjustment (f)

​

​

(148,956)

​

​

—

​

​

(2,442)

Restructuring costs (g)

​

​

—

​

​

—

​

​

5,540

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

​

​

10,379

​

​

3,262

​

​

1,770

Adjusted EBITDA

​

$

242,922

​

$

178,843

​

$

286,213

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31,

(as percentage of total revenue)

  ​ ​ ​

2025

​

2024

  ​ ​ ​

2023

Adjusted EBITDA margin:

​

​

​

​

​

​

​

​

​

Net (loss) income margin

​

​

(1.7%)

​

​

(1.3%)

​

​

0.9%

Other interest expense, net

​

​

1.9%

​

​

2.3%

​

​

2.2%

Depreciation and amortization

​

​

1.5%

​

​

1.3%

​

​

1.1%

Income tax expense (benefit)

​

​

3.5%

​

​

(0.2%)

​

​

(0.1%)

Subtotal EBITDA margin

​

​

5.3%

​

​

2.2%

​

​

4.1%

Long-lived asset impairment (a)

​

​

0.0%

​

​

0.2%

​

​

0.1%

Gain on lease termination and/or remeasurement (b)

​

​

(0.0%)

​

​

(0.0%)

​

​

(0.0%)

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

​

​

(0.0%)

​

​

0.2%

​

​

(0.1%)

SBC (d)

​

​

0.7%

​

​

0.4%

​

​

0.4%

Employment agreement modification expense (e)

​

​

0.0%

​

​

—

​

​

—

Tax Receivable Agreement liability adjustment (f)

​

​

(2.3%)

​

​

—

​

​

(0.0%)

Restructuring costs (g)

​

​

—

​

​

—

​

​

0.1%

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

​

​

0.2%

​

​

0.1%

​

​

0.0%

Adjusted EBITDA margin

​

​

3.8%

​

​

2.9%

​

​

4.6%

​

(a)

Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment. See Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

(b)

Represents the gains on the termination and/or remeasurement of operating leases resulting from lease termination fees and the derecognition of the operating lease assets and liabilities. See Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

(c)

Represents an adjustment to eliminate the gains and losses on disposals and sales of various assets.

(d)

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

(e)

Represents the 2026 salary under the second amended and restated employment agreement (“Lemonis Second Employment Agreement”) for Marcus A. Lemonis, our former Chairman and Chief Executive Officer. We deemed the 2026 service conditions under the Lemonis Second Employment Agreement to be nonsubstantive for accounting purposes, so we accrued Mr. Lemonis’ 2026 salary of $1.5 million as of December 31, 2025, which was the date that Mr. Lemonis retired from the position of Chairman and Chief Executive Officer. Mr. Lemonis’ SBC and other compensation that may be settled in shares is included in the SBC amount above.

(f)

Represents an adjustment to eliminate the gains on remeasurement of the Tax Receivable Agreement liability. For the year ended December 31, 2025, this adjustment related to the change in the determination of the realizability of future cash benefits underlying the estimate of future payments under the Tax Receivable Agreement. For the year ended December 31, 2023, this adjustment

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related primarily to changes in our blended statutory income tax rate. See Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

(g)

Represents restructuring costs relating to the Active Sports Restructuring during the year ended December 31, 2023 and excludes our 2019 Strategic Shift. These restructuring costs include one-time employee termination benefits, incremental inventory reserve charges, and other associated costs. These costs exclude lease termination costs, which are presented separately above. See Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

(h)

Represents loss and/or impairment on investments in equity securities and interest income and/or provision for credit losses relating to any notes receivables in connection with those investments. These amounts are included in other expense, net in the consolidated statements of operations.

​

Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. and Adjusted (Loss) Earnings Per Share

We define “Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. – Basic” as net income attributable to Camping World Holdings, Inc. adjusted for the impact of certain noncash and other items that we do not consider in our evaluation of ongoing operating performance. These items include, among other things, long-lived asset impairment, gains on lease termination and/or remeasurement, gains and losses on sale or disposal of assets, net, SBC, modification expense relating to Marcus A. Lemonis’ second amended and restated employment agreement, Tax Receivable Agreement liability adjustment, restructuring costs, loss and/or impairment on investments in equity securities, other unusual or one-time items, the income tax expense effect of these adjustments, income tax expense impact from the LLC Conversion, income tax expense impact from the significant change in valuation allowance against deferred tax assets, and the effect of net income attributable to non-controlling interests from these adjustments.

We define “Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. – Diluted” as Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. – Basic adjusted for the reallocation of net income attributable to non-controlling interests from stock options and restricted stock units, if dilutive, or the assumed redemption, if dilutive, of all outstanding common units in CWGS, LLC for shares of newly-issued Class A common stock of Camping World Holdings, Inc.

We define “Adjusted (Loss) Earnings Per Share – Basic” as Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. - Basic divided by the weighted-average shares of Class A common stock outstanding. We define “Adjusted (Loss) Earnings Per Share – Diluted” as Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. – Diluted divided by the weighted-average shares of Class A common stock outstanding, assuming (i) the redemption of all outstanding common units in CWGS, LLC for newly-issued shares of Class A common stock of Camping World Holdings, Inc., if dilutive, and (ii) the dilutive effect of stock options and restricted stock units, if any. We present Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. – Diluted, Adjusted (Loss) Earnings Per Share – Basic, and Adjusted (Loss) Earnings Per Share – Diluted because we consider them to be important supplemental measures of our performance and we believe 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.

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The following table reconciles Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. – Diluted, Adjusted (Loss) Earnings Per Share – Basic, and Adjusted (Loss) Earnings Per Share – Diluted to the most directly comparable GAAP financial performance measure:

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31,

(In thousands except per share amounts)

  ​ ​ ​

2025

​

2024

  ​ ​ ​

2023

Numerator:

​

​

​

​

​

​

​

​

​

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

​

$

(89,799)

​

$

(38,637)

​

$

33,372

Adjustments related to basic calculation:

​

​

​

​

​

​

​

​

​

Long-lived asset impairment (a):

​

​

​

​

​

​

​

​

​

Gross adjustment

​

​

1,237

​

​

15,061

​

​

9,269

Income tax expense for above adjustment (b)

​

​

—

​

​

(2,033)

​

​

(1,233)

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

​

​

​

​

​

​

​

​

​

Gross adjustment

​

​

(1,996)

​

​

(2,297)

​

​

(103)

Income tax benefit for above adjustment (b)

​

​

—

​

​

301

​

​

13

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

​

​

​

​

​

​

​

​

​

Gross adjustment

​

​

(850)

​

​

9,855

​

​

(5,222)

Income tax (expense) benefit for above adjustment (b)

​

​

(10)

​

​

(1,310)

​

​

690

SBC (e):

​

​

​

​

​

​

​

​

​

Gross adjustment

​

​

44,278

​

​

21,585

​

​

24,086

Income tax expense for above adjustment (b)

​

​

(21)

​

​

(2,963)

​

​

(3,228)

Employee agreement modification expense (f):

​

​

​

​

​

​

​

​

​

Gross adjustment

​

​

1,500

​

​

—

​

​

—

Tax Receivable Agreement liability adjustment (g):

​

​

​

​

​

​

​

​

​

Gross adjustment

​

​

(148,956)

​

​

—

​

​

(2,442)

Income tax benefit for above adjustment (b)

​

​

37,239

​

​

—

​

​

613

Restructuring costs (h):

​

​

​

​

​

​

​

​

​

Gross adjustment

​

​

—

​

​

—

​

​

5,540

Income tax expense for above adjustment (b)

​

​

—

​

​

—

​

​

(736)

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

​

​

​

​

​

​

​

​

​

Gross adjustment

​

​

10,379

​

​

3,262

​

​

1,770

Income tax expense for above adjustment (b)

​

​

—

​

​

(473)

​

​

(237)

Income tax benefit impact from LLC Conversion (j):

​

​

—

​

​

—

​

​

(2,008)

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

​

​

182,775

​

​

—

​

​

—

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

​

​

(21,177)

​

​

(21,635)

​

​

(16,683)

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

​

​

14,599

​

​

(19,284)

​

​

43,461

Adjustments related to diluted calculation:

​

​

​

​

​

​

​

​

​

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

​

​

5,337

​

​

—

​

​

36,240

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

​

​

—

​

​

—

​

​

(8,341)

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

​

$

19,936

​

$

(19,284)

​

$

71,360

Denominator:

​

​

​

​

​

​

​

​

​

Weighted-average Class A common shares outstanding – basic

​

​

62,724

​

​

48,005

​

​

44,626

Adjustments related to diluted calculation:

​

​

​

​

​

​

​

​

​

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

​

​

39,895

​

​

—

​

​

40,045

Dilutive options to purchase Class A common stock (o)

​

​

—

​

​

—

​

​

20

Dilutive liability-classified awards (o)

​

​

19

​

​

—

​

​

—

Dilutive restricted stock units (o)

​

​

169

​

​

—

​

​

281

Adjusted weighted average Class A common shares outstanding – diluted

​

​

102,807

​

​

48,005

​

​

84,972

​

​

​

​

​

​

​

​

​

​

Adjusted earnings (loss) per share - basic

​

$

0.23

​

$

(0.40)

​

$

0.97

Adjusted earnings (loss) per share - diluted

​

$

0.19

​

$

(0.40)

​

$

0.84

​

​

​

​

​

​

​

​

​

​

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Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31,

(In thousands except per share amounts)

  ​ ​ ​

2025

​

2024

  ​ ​ ​

2023

Anti-dilutive amounts (p):

​

​

​

​

​

​

​

​

​

Numerator:

​

​

​

​

​

​

​

​

​

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

​

$

—

​

$

(18,608)

​

$

—

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

​

$

—

​

$

5,323

​

$

—

Denominator:

​

​

​

​

​

​

​

​

​

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

​

​

—

​

​

40,007

​

​

—

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

​

​

—

​

​

9

​

​

—

Anti-dilutive restricted stock units (o)

​

​

—

​

​

268

​

​

—

​

​

​

​

​

​

​

​

​

​

Reconciliation of per share amounts:

​

​

​

​

​

​

​

​

​

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

​

$

(1.43)

​

$

(0.80)

​

$

0.75

Non-GAAP Adjustments (q)

​

​

1.66

​

​

0.40

​

​

0.22

Adjusted earnings (loss) per share - basic

​

$

0.23

​

$

(0.40)

​

$

0.97

​

​

​

​

​

​

​

​

​

​

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

​

$

(1.43)

​

$

(0.80)

​

$

0.57

Non-GAAP Adjustments (q)

​

​

1.65

​

​

0.40

​

​

0.23

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

​

​

(0.03)

​

​

—

​

​

0.04

Adjusted earnings (loss) per share - diluted

​

$

0.19

​

$

(0.40)

​

$

0.84

​

​

(a)

Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment. See Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

(b)

Represents the current and deferred income tax expense or benefit effect of the above adjustments. For the year ended December 31, 2025, the income tax impact for many of the adjustments related to the public holding company, CWH, which had a full valuation allowance against its net deferred tax assets, for which no income tax benefit or expense could be recognized. This assumption used a blended statutory tax rate between 25.0% and 25.3% for the adjustments for the 2025, 2024 and 2023 periods, which represent the estimated tax rates that would apply had the above adjustments been included in the determination of our non-GAAP metric.

(c)

Represents the gains on the termination and/or remeasurement of operating leases resulting from lease termination fees and the derecognition of the operating lease assets and liabilities. See Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

(d)

Represents an adjustment to eliminate the gains and losses on disposal and sales of various assets.

(e)

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

(f)

Represents the 2026 salary under the second amended and restated employment agreement (“Lemonis Second Employment Agreement”) for Marcus A. Lemonis, our former Chairman and Chief Executive Officer. We deemed the 2026 service conditions under the Lemonis Second Employment Agreement to be nonsubstantive for accounting purposes, so we accrued Mr. Lemonis’ 2026 salary of $1.5 million as of December 31, 2025, which was the date that Mr. Lemonis retired from the position of Chairman and Chief Executive Officer. Mr. Lemonis’ SBC and other compensation that may be settled in shares is included in the SBC amount above.

(g)

Represents an adjustment to eliminate the gains on remeasurement of the Tax Receivable Agreement liability. For the year ended December 31, 2025, this adjustment related to the change in the determination of the realizability of future cash benefits underlying the estimate of future payments under the Tax Receivable Agreement. For the year ended December 31, 2023, this adjustment related primarily to changes in our blended statutory income tax rate. See Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

(h)

Represents restructuring costs relating to Active Sports Restructuring during the year ended December 31, 2023 and excludes our 2019 Strategic Shift. These restructuring costs include one-time employee termination benefits, incremental inventory reserve charges, and other associated costs. These costs exclude lease termination costs, which are presented separately above. See Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

(i)

Represents loss and/or impairment on investments in equity securities and interest income and/or provision for credit losses relating to any notes receivables in connection with those investments for periods beginning after December 31, 2022. These amounts are included in other expense, net in the consolidated statements of operations.

(j)

Represents income tax benefit relating to the LLC Conversion, which was primarily from adjustments for certain deferred tax assets that were written off or had changes in their valuation allowance. See Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

(k)

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

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(l)

Represents the adjustment to net (loss) income attributable to non-controlling interests resulting from the above adjustments that impact the net (loss) income of CWGS, LLC. This adjustment uses the non-controlling interest’s weighted average ownership of CWGS, LLC of 38.9%, 45.5% and 47.3% for the years ended December 31, 2025, 2024 and 2023, respectively.

(m)

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

(n)

Represents the income tax expense effect of the above adjustment for reallocation of net (loss) income attributable to non-controlling interests. For the year ended December 31, 2025, the income tax impact of this reallocation adjustment related to the public holding company, CWH, which had a full valuation allowance against its net deferred tax assets, for which no income tax benefit or expense could be recognized. This assumption used a blended statutory tax rate between 25.0% and 25.3% for the adjustments for the 2025, 2024 and 2023 periods.

(o)

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

(p)

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

(q)

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

(r)

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

​

As discussed under “Our Corporate Structure Impact on Income Taxes” in Part II, Item 7 of this Form 10-K, our “Up-C” corporate structure may make it difficult to compare our results with those of companies with a more traditional corporate structure. There can be a significant fluctuation in the numerator and denominator for the calculation of our adjusted earnings per share – diluted depending on if the common units in CWGS, LLC are considered dilutive or anti-dilutive for a given period. To improve comparability of our financial results, users of our financial statements may find it useful to review our (loss) earnings per share assuming the full redemption of common units in CWGS, LLC for all periods, even when those common units would be anti-dilutive. The relevant numerator and denominator adjustments have been provided under “Anti-dilutive amounts” in the table above (see (p) above).

SG&A Excluding SBC

We define “SG&A Excluding SBC” as SG&A before SBC relating to SG&A. We caution investors that amounts presented in accordance with our definition of SG&A Excluding SBC may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate SG&A Excluding SBC in the same manner. We present SG&A Excluding SBC because we believe that investors’ understanding of our performance and drivers of our other Non-GAAP Financial Measures, such as Adjusted EBITDA, is enhanced by including this Non-GAAP Financial Measure. We believe it provides a reasonable basis for comparing our ongoing results of operations.

The following table reconciles SG&A Excluding SBC to the most directly comparable GAAP financial performance measure:

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31,

($ in thousands)

​

2025

​

2024

​

2023

SG&A Excluding SBC:

​

​

​

​

​

​

​

​

​

SG&A

​

$

1,603,222

​

$

1,573,117

​

$

1,538,988

SBC - SG&A

​

​

(43,819)

​

​

(21,213)

​

​

(23,191)

SG&A Excluding SBC:

​

$

1,559,403

​

$

1,551,904

​

$

1,515,797

As a percentage of gross profit

​

​

83.1%

​

​

85.0%

​

​

80.7%

​

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​

Liquidity and Capital Resources

General

Our primary requirements for liquidity and capital have been working capital, inventory management, acquiring and building new store locations, the improvement and expansion of existing store locations, debt service, distributions/dividends to holders of equity interests in CWGS, LLC and our Class A common stock, and general corporate needs. These cash requirements have historically been met through cash provided by operating activities, cash and cash equivalents, proceeds from registered offerings of our Class A common stock, borrowings under our Senior Secured Credit Facilities (as defined in Part II, Item 8 of this Form 10-K), borrowings under our Floor Plan Facility (as defined in Part II, Item 8 of this Form 10-K), and borrowings under our Real Estate Facilities (as defined in Part II, Item 8 of this Form 10-K).

Our additional liquidity needs are expected to include public company costs; payment of cash dividends, if any; any exercise of the redemption right by the Continuing Equity Owners from time to time (should we elect to redeem common units for a cash payment); payments under the Tax Receivable Agreement to the extent that tax benefits underlying the Tax Receivable Agreement are realizable; and state and federal taxes to the extent not reduced as a result of the tax deductions generated by (i) payments under the Tax Receivable Agreement and (ii) redemptions of common units by the Continuing Equity Owners. The Continuing Equity Owners may exercise such redemption right for as long as their common units remain outstanding. Although the actual timing and amount of any payments that may be made under the Tax Receivable Agreement will vary, we expect that the payments that we will be required to make to the Continuing Equity Owners, Former Profits Unit Holders, and Crestview Partners II GP, L.P. may be significant if the tax benefits underlying the Tax Receivable Agreement are realizable. Any payments made by us to Continuing Equity Owners, Former Profits Unit Holders, and Crestview Partners II GP, L.P. under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us or to CWGS, LLC and, to the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid by us; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore may accelerate payments due under the Tax Receivable Agreement. For a discussion of the Tax Receivable Agreement, see Note 12 — Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.

November 2024 Public Offering

In November 2024, we completed a public offering (the “November 2024 Public Offering”) in which the Company sold 16,829,267 shares of our Class A common stock, including 2,195,121 under the exercised underwriter’s option, at a public offering price of $20.50 per share (or $19.81 per share after underwriting discounts and commissions). We received $333.4 million in proceeds, net of underwriting discounts and commissions, which were used to purchase 16,829,267 common units from CWGS, LLC at a price per unit equal to the public offering price per share of Class A common stock in the November 2024 Public Offering, less underwriting discounts and commissions. We incurred approximately $1.0 million of offering costs related to the November 2024 Public Offering and have used the net proceeds from the sale of common units to CWH for general corporate purposes, including strengthening the balance sheet, working capital for growth, acquisitions, and pay down of debt.

Stock Repurchase Program

In October 2020, our Board of Directors initially authorized a stock repurchase program for the repurchase of up to $100.0 million of our Class A common stock, expiring on October 31, 2022. In August 2021 and January 2022, our Board of Directors authorized increases to the stock repurchase program for the repurchase of up to an additional $125.0 million and $152.7 million, respectively, of our Class A common stock. Following these extensions, the stock repurchase program expired on December 31, 2025. During the years ended December 31, 2025 and 2024, we did not repurchase shares of Class A common stock.

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Dividends

We historically paid a quarterly cash dividend to holders of Class A common stock. In February 2026, following consideration of forecasted tax distributions, the reduced availability of excess tax distributions to fund dividend payments driven partly by the impact of recent tax law changes, and in consideration of our focus on reducing net debt leverage, our Board of Directors determined to pause our regular cash dividend program. Our Board of Directors will monitor changes in the above factors and plans to re-evaluate the future of our dividend program at a later date.

If we determine to reinstate our regular quarterly cash dividend, our ability to pay cash dividends on our Class A common stock depends on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock, restrictions under applicable law, the extent to which such distributions would render CWGS, LLC insolvent, our business prospects and other factors that our Board of Directors may deem relevant. See “Dividend Policy” included in Part II, Item 5 of this Form 10-K and “Risk Factors ─ Risks Relating to Ownership of Our Class A Common Stock ─ “Our ability and intention to pay dividends on our Class A common stock is subject to the discretion of our Board of Directors and may be limited by our structure and statutory restrictions” included in Part I, Item 1A of this Form 10-K.

In the year ended December 31, 2025, we paid an aggregate of $31.4 million in dividends. During the first half of 2025, the quarterly dividends were funded entirely from the Excess Tax Distribution (as defined under “Dividend Policy” included in Part II, Item 5 of this Form 10-K), with no portion funded by other common unit cash distributions from CWGS, LLC. The quarterly dividend for the third quarter of 2025, was funded with a $0.060 per common unit cash distribution from CWGS, LLC and the remaining $0.065 per share of Class A common stock funded with all or a portion of the Excess Tax Distribution. The quarterly dividend for the fourth quarter of 2025 was entirely funded with a $0.125 per common unit cash distribution from CWGS, LLC. In aggregate, $11.7 million and $19.7 million of the 2025 cash dividends were funded by the cash distribution from CWGS, LLC and the Excess Tax Distribution, respectively. Additionally, in 2025, the non-controlling interest received its share of the $0.185 per common unit distribution from CWGS, LLC for an aggregate $7.4 million, which was presented in distributions to holders of LLC common units in our consolidated statements of cash flows included in Part II, Item 8 of this Form 10-K. During the year ended December 31, 2024, the dividends were funded entirely from the Excess Tax, with no portion funded by other cash distributions from CWGS, LLC.

Acquisitions and Capital Expenditures

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

Over the next twelve months, our expansion of existing and new dealerships through construction and acquisition is expected to cost between $39.0 million and $49.0 million from a combination of capital expenditures relating to land, buildings, and improvements and, to a lesser extent, business acquisitions. These cost estimates exclude amounts for acquired inventories, which are primarily financed through our Floor Plan Facility. Additionally, the cost estimates do not consider potential funding received through sale leaseback transactions or other means for real estate and construction activities. Factors that could impact the quantity of future locations or the cost to acquire or open those locations include, but are not limited to, our ability to locate potential acquisition targets or greenfield locations in a geographic area and at a cost that meets our success criteria; continued strong cash flow generation to fund these acquisitions and new locations; and availability of financing.

Tax Receivable Agreement Liability

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

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

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2019 Strategic Shift and Active Sports Restructuring

See “Restructuring” above for a summary of the ongoing cash requirements related to our restructuring activities.

Supplier Agreement

In connection with the divestiture of its RV furniture business (“CWDS”), we entered into a supplier agreement (“Supplier Agreement”) with the buyer that requires us to purchase an aggregate $250.0 million of product over the approximately 10-year term of the Supplier Agreement. See Note 6 — Assets Held for Sale and Business Divestiture to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for a discussion of the divestiture of CWDS.

Other Cash Requirements or Commitments

Substantially all of our new RV inventory and, at times, certain of our used RV inventory is financed under our Floor Plan Facility (defined in Note 4 – Inventories and Floor Plan Payables to our consolidated financial statements included in Part II, Item 8 of this Form 10-K). See “Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements” for a summary of the cash requirements related to our indebtedness.

See Note 11 ─ Lease Obligations to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for a discussion of cash requirements relating to operating and finance lease obligations.

See Note 14 — Commitments and Contingencies to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for a discussion of cash requirements relating to service and marketing sponsorship agreements, a supplier agreement and other contractual arrangements.

Sources of Liquidity and Capital

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

However, we cannot assure you that our cash provided by operating activities, cash and cash equivalents, registered offerings of equity under our Registration Statement on Form S-3, or cash available under our Revolving Credit Facility, our Floor Plan Facility, and our Real Estate Facilities, will be sufficient to meet our future needs. If we are unable to generate sufficient cash flows from operations in the future and if availability under our Revolving Credit Facility, our Floor Plan Facility, and our Real Estate Facilities is not sufficient, we may have to obtain additional financing. If we obtain additional capital by issuing equity, the interests of our existing stockholders will be diluted. If we incur additional indebtedness, that indebtedness may impose significant financial and other covenants that may significantly restrict our operations. We cannot assure you that we could obtain refinancing or additional financing on favorable terms or at all, including the expected additional borrowings noted above and particularly in light of the current macroeconomic uncertainty. See “Risk Factors — Risks Related to our Business — Our ability to operate and expand our business and to respond to changing business and economic conditions will depend on the availability of adequate capital” included in Part I, Item 1A of this Form 10-K.

As of December 31, 2025 and 2024, we had working capital of $435.1 million and $590.3 million, respectively, including $215.0 million and $208.4 million, respectively, of cash and cash equivalents. The decrease in working capital was primarily due to the increase in the notes payable — floor plan, net, which outpaced the increase in inventories as we increased the proportion of notes payable — floor plan that were associated with used vehicles. Within current liabilities, which are deducted from current assets to calculate our

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working capital, we had deferred revenues of $90.5 million and $92.1 million as of December 31, 2025 and 2024, respectively. Deferred revenues primarily consists of cash collected for club memberships and roadside assistance contracts in advance of services to be provided, which is deferred and recognized as revenue over the life of the membership, deferred revenues for the annual campground guide, and our Good Sam Club loyalty points liability. We use net proceeds from this deferred membership revenue to lower our long-term borrowings and finance our working capital needs. Our Floor Plan Facility includes a flooring line aggregate interest reduction (“FLAIR”) offset account that allows us to transfer cash as an offset to the payables under the Floor Plan Facility. As of December 31, 2025, and 2024, the FLAIR offset account was $25.1 million and $79.5 million, respectively, of which $25.1 million and $79.5 million, respectively, could have been withdrawn while remaining in compliance with the financial covenants of the Floor Plan Facility. Cash may be transferred from the FLAIR offset account to cash and cash equivalents at our discretion.

Seasonality

We have experienced, and expect to continue to experience, variability in revenue, net income, and cash flows as a result of annual seasonality in our business. See Note 1 ─ Summary of Significant Accounting Policies — Seasonality to our consolidated financial statements included in Part II, Item 8 of this Form 10-K, Part I, Item 1 of this Form 10-K and “Risk Factors — Risks Related to our Business — Our business is seasonal and this leads to fluctuations in revenues” included in Part I, Item 1A of this Form 10-K.

Cash Flow

The following table shows summary cash flow information:

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31,

($ in thousands)

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

Net cash (used in) provided by operating activities

​

$

(131,985)

​

$

245,159

​

$

310,807

Net cash used in investing activities

​

​

(201,162)

​

​

(88,175)

​

​

(369,406)

Net cash provided by (used in) financing activities

​

​

339,768

​

​

11,791

​

​

(31,885)

Net increase (decrease) in cash and cash equivalents

​

$

6,621

​

$

168,775

​

$

(90,484)

​

​

​

​

​

​

​

​

​

​

​

Operating activities.  Our cash flows from operating activities are primarily collections from contracts in transit and customers following the sale of new and used vehicles, as well as from the sale of retail products and services and Good Sam services and plans. Contracts in transit represent amounts due from third-party lenders from whom pre-arranged agreements have been determined, and to whom the retail installment sales contracts have been assigned. Our primary uses of cash from operating activities are repayments of vehicle floor plan payables, payments to retail product suppliers, personnel-related expenditures, payments related to leased property, advertising, and various services and program costs.

Net cash used in operating activities was $132.0 million for the year ended December 31, 2025, a decrease of $377.1 million from net cash provided by operating activities of $245.2 million for the year ended December 31, 2024. The decrease was primarily due to a $450.9 million decrease in the working capital adjustment for inventory, a $149.0 million change in the Tax Receivable Agreement liability adjustment, a $26.8 million reduction in net income, a $13.8 million decrease in long-lived asset impairment, a $13.6 million decrease in the working capital adjustment for accounts receivable and contracts in transit, a $10.7 million increase in gain on sale or disposal of assets, and a $5.2 million decrease in working capital adjustment for deferred revenues, partially offset by a $226.7 million increase in deferred income taxes, a $22.7 million increase in stock-based compensation, a $14.1 million increase in depreciation and amortization, a $13.8 million increase in the working capital adjustment for accounts payable and accrued expenses, and a $13.4 million increase in the working capital adjustment for payment pursuant to the Tax Receivable Agreement.

Net cash provided by operating activities was $245.2 million for the year ended December 31, 2024, a decrease of $65.6 million from $310.8 million of net cash provided by operating activities for the year ended December 31, 2023. The decrease was primarily due to a $131.8 million reduction in net income, a $25.9 million decrease in the working capital adjustment for prepaid expenses and other assets, a $9.2 million decrease in the working capital adjustment for accounts payable and accrued expenses, a $6.7 million increase in gain on lease termination, a $4.4 million decrease in noncash lease expense, and a $2.5 million decrease in stock-

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

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

The table below summarizes our capital expenditures:

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31,

($ in thousands)

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

IT hardware and software

​

$

27,448

​

$

20,414

​

$

14,889

Greenfield and acquired dealership locations

​

​

13,200

​

​

25,798

​

​

41,968

Existing store locations

​

​

87,968

​

​

39,877

​

​

57,591

Corporate and other

​

​

826

​

​

4,748

​

​

16,632

Total capital expenditures

​

$

129,442

​

$

90,837

​

$

131,080

​

​

​

​

​

​

​

​

​

​

​

Our capital expenditures consist primarily of investing in acquired and greenfield retail and RV dealership locations, existing retail locations, information technology, hardware and software. The expected minimum capital expenditures relating to new dealerships and real estate purchases for the year ending December 31, 2025 are discussed above. As of December 31, 2025, we had entered into contracts for construction of new and existing dealership buildings for an aggregate future commitment of capital expenditures of $1.7 million. There were no other material commitments for capital expenditures as of December 31, 2025.

Net cash used in investing activities was $201.2 million for the year ended December 31, 2025. The $201.2 million of cash used in investing activities was comprised of $129.4 million of capital expenditures primarily related to store locations, $122.8 million for the purchase of real property, $81.2 million for the acquisition of RV dealerships, net of cash acquired, and $16.9 million for purchases of other investments, partially offset by $130.6 million of proceeds from the sale or disposal of real property, $11.0 million in proceeds from the divestiture of a business, and $7.2 million of proceeds from the sale or disposal of property and equipment. See Note 16 – Acquisitions to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.

Net cash used in investing activities was $88.2 million for the year ended December 31, 2024. The $88.2 million of cash used in investing activities was comprised of $90.8 million of capital expenditures primarily related to retail locations, $72.3 million for the acquisition of RV dealerships and a tire delivery service business, net of cash acquired, $9.6 million for the purchase of real property, and $0.2 million for the purchase of intangible assets, partially offset by $58.2 million of proceeds from the sale of real property, $20.0 million in proceeds from the divestiture of a business, $4.0 million of proceeds from the sale of property and equipment and $2.6 million of proceeds from the sale of intangible assets. See Note 16 – Acquisitions to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.

Financing activities.  Our financing activities primarily consist of proceeds from the offering of Class A common stock, the issuance of debt, and the repayment of principal and debt issuance costs.

Our net cash provided by financing activities was $339.8 million for the year ended December 31, 2025. The $339.8 million of cash provided by financing activities was primarily due to $444.8 million of net proceeds on borrowings under the Floor Plan Facility, partially offset by $49.9 million of payments on long-term debt,

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

Our net cash provided by financing activities was $11.8 million for the year ended December 31, 2024. The $11.8 million of cash provided by financing activities was primarily due to $332.9 million of proceeds from issuance of Class A common stock sold in a public offering, net of underwriter discount and commissions, $55.6 million of proceeds from long-term debt, $43.0 million from borrowings on our revolving line of credit under the Floor Plan Facility and $0.5 million of proceeds from exercise of stock options, partially offset by $217.9 million of net payments on borrowings under the Floor Plan Facility, $80.9 million of payments on long-term debt, $63.9 million of payments on the revolving line of credit, $24.7 million of dividends paid on Class A common stock, $18.7 million of member distributions, $7.5 million of payments on finance leases, $5.4 million of withholding taxes paid upon the vesting of restricted stock units and $1.1 million for debt issuance costs payments.

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

As of December 31, 2025 and 2024, we had outstanding debt in the form of our Senior Secured Credit Facilities, our Floor Plan Facility, our Real Estate Facilities, other long-term debt, and finance lease obligations. We may from time to time seek to refinance, retire or exchange our outstanding debt. Such refinancings, repayments or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. For additional information regarding our interest rate risk and interest rate hedging instruments, see “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A of this Form 10-K.

The following table shows a summary of the outstanding balances, current portion, and remaining available borrowings under our credit facilities, other long-term debt and finance lease arrangements. See definitions and further details in Note 4 – Inventories and Floor Plan Payables, Note 10 – Long-Term Debt, and Note 11 – Lease Obligations to our consolidated financial statements included in Part II, Item 8 of this Form 10-K) as of December 31, 2025:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Current

​

Remaining

​

($ in thousands)

  ​ ​ ​

Outstanding

  ​ ​ ​

Portion

  ​ ​ ​

Available

  ​ ​ ​

Floor Plan Facility:

​

​

​

​

​

​

​

​

​

​

Notes payable - floor plan

​

$

1,603,645

​

$

1,603,645

​

$

458,416

(1)​

Revolving line of credit

​

​

—

​

​

—

​

​

70,000

(2)​

Senior Secured Credit Facilities:

​

​

​

​

​

​

​

​

​

​

Term Loan Facility

​

​

1,308,832

​

​

14,015

​

​

—

​

Revolving Credit Facility

​

​

—

​

​

—

​

​

22,750

(3)​

Other:

​

​

​

​

​

​

​

​

​

​

Real Estate Facilities

​

​

155,137

(4)​

​

40,814

(5)​

​

57,390

​

Other long-term debt

​

​

7,588

​

​

3,110

​

​

—

​

Finance lease obligations

​

​

134,204

​

​

8,820

​

​

—

​

​

​

$

3,209,406

​

$

1,670,404

​

$

608,556

​

​

​

​

​

​

​

​

​

​

​

​

(1)

The unencumbered borrowing capacity for the Floor Plan Facility represents the additional borrowing capacity less any accounts payable for sold inventory and less any purchase commitments. Additional borrowings are subject to the vehicle collateral requirements under the Floor Plan Facility. The Floor Plan Facility also includes an accordion feature allowing us, at our 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. In February 2025, FreedomRoads, LLC entered into an amendment to the Floor Plan Facility, which (a) increased the commitment for floor plan borrowings by $300.0 million to $2.15 billion, (b) increased the commitment for the letter of credit facility by $15.0 million to $45.0 million, and (c) extended the maturity date from September 30, 2026 to the earlier of, if applicable, (i) February 18, 2030 or (ii) March 5, 2028, if the Company’s Term Loan Facility (as defined and discussed in Note 10 – Long-Term Debt to our consolidated financial statements included in Part II, Item 8 of this Form 10-K) has not been repaid, refinanced, or defeased and the maturity has not been extended by at least 180 days after February 18, 2030.

(2)

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

(3)

The Revolving Credit Facility remaining available balance was reduced by outstanding undrawn letters of credit. The Credit Agreement requires compliance with a Total Net Leverage Ratio covenant when borrowings on the Revolving Credit Facility (excluding certain amounts relating to letters of credit) is over a 35%, or $22.8 million, threshold (Note 10 – Long-Term Debt to our consolidated financial statements

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included in Part II, Item 8 of this Form 10-K). The otherwise remaining available borrowings of $60.1 million were reduced by $37.3 million to $22.8 million in light of this financial covenant as of December 31, 2025.

(4)

Additional borrowings on the Real Estate Facilities are subject to a debt service coverage ratio covenant and to the property collateral requirements under the Real Estate Facilities. In August 2024, we amended the M&T Real Estate Facility to increase the borrowing capacity by $50.0 million, which was not deducted from our option 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.

(5)

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

​

As of December 31, 2025 and 2024, the applicable interest rate for the floor plan notes payable under the Floor Plan Facility was 5.89% and 6.72%, respectively. As of December 31, 2025 and 2024, the average interest rate for the Term Loan Facility was 6.33% and 6.97%, respectively. The decrease in interest rates in addition to lower average principal balances for our Term Loan Facility, our Floor Plan Facility, our Real Estate Facilities, and revolving line of credit have resulted in a combined year-over-year decrease of our floor plan interest expense and other interest expense, net of $36.9 million for 2025 compared to 2024.

Other Long-Term Debt

Other long-term debt is comprised of a mortgage on a property, which matures in December 2026, and a promissory note assumed as part of a real estate purchase. See Note 10 – Long-Term Debt to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.

Finance Lease Obligation

From time to time, we enter into finance leases typically for real estate and/or information technology equipment. See Note 11 – Leases to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.

Sale/Leaseback Arrangements

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

During the years ended December 31, 2025 and 2024, we entered into sale-leaseback transactions for fourteen and three properties, respectively, associated with store locations in the RV and Outdoor Retail segment and received consideration of $122.4 million and $37.7 million of cash, respectively. However, $45.2 million of the $122.4 million of consideration for 2025 was not distributed through escrow until January 2, 2026. The Company recorded a gain of $0.3 million and $0.4 million for the years ended December 31, 2025 and 2024, respectively, that was included in (gain) loss on sale or disposal of assets in the consolidated statements of operations. We entered into lease agreements for the properties as the lessee with each of the buyers with lease terms ranging from 17 to 20 years.

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Deferred Revenues

Deferred revenues consist of our sales for products and services not yet recognized as revenue at the end of a given period. Our deferred revenues as of December 31, 2025 were $147.2 million. Deferred revenues are expected to be recognized as revenue as set forth in the following table (in thousands):

​

​

​

​

​

​

  ​ ​ ​

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

​

​

​

​

Recent Accounting Pronouncements

See discussion of recently adopted and recently issued accounting pronouncements in Note 1 — Summary of Significant Accounting Policies to our consolidated financial statements in Part II, Item 8 of this Form 10-K.

Critical Accounting Estimates

We prepare our consolidated financial statements in conformity with GAAP. The preparation of these financial statements requires us 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 financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. We base our estimates on historical experience, outside advice from parties believed to be experts in such matters, and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Judgments and uncertainties affecting the application of those policies may result in materially different amounts being reported under different conditions or using different assumptions. Our significant accounting policies can be found in Note 1 — Summary of Significant Accounting Policies to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.

Revenue Recognition — Finance and Insurance Chargebacks

Finance and insurance revenue is recorded net, since we are 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 that 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 our historical experience using data extending back to 2014, 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 our consolidated balance sheets. If cancellation rates on products sold during 2025 and 2024 were to increase by 100 basis points, our chargeback liabilities would have increased by $6.2 million as of December 31, 2025 and Finance and Insurance, net revenue for the year ended December 31, 2025, would have decreased by the same amount.

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Long-Lived Assets — Impairment

Our long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The evaluation of potential impairment triggering events requires judgment and we consider factors such as a change in the use of the assets, changes in overall business strategy, significant negative industry or economic trends, and/or a greater than expected loss generated by our store locations. Our long-lived asset groups exist predominantly at the individual store location level and the associated impairment analysis involves the comparison of an asset group’s estimated future undiscounted cash flows over its remaining useful life to its respective carrying value, which primarily includes furniture, equipment, leasehold improvements, and operating lease assets for 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. The estimated future cash flows require judgment and include significant assumptions for revenue growth, gross margin, and SG&A as a percentage of gross profit. If estimated cash flows or market rental rates significantly differ in the future, we may be required to record additional asset impairments. For the years ended December 31, 2025, 2024, and 2023, we recorded long-lived asset impairment of $1.2 million, $15.1 million, and $9.3 million, respectively (see Note 5 – Restructuring and Long-lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).

Goodwill — Impairment

Goodwill is reviewed at least annually for impairment on October 1 and we evaluate our reporting units for potential triggering events on a quarterly basis. For the annual goodwill impairment test or when we determine there has been a triggering event for a reporting unit, we have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the qualitative assessment leads to a determination that the fair value of a reporting unit may be less than its carrying value, or if we elect to bypass the qualitative assessment altogether, we perform a quantitative impairment test by calculating the fair value of the reporting unit and comparing the fair value with its associated carrying value. When we perform the quantitative test for goodwill, we establish the fair value for the reporting unit based on a combination of the income approach, in which a discounted cash flow model is utilized, and the market approach, in which market multiples of comparable companies are utilized. The income approach requires the use of significant estimates and assumptions, including forecasted revenue growth, EBITDA projections, and discount rates and changes in these assumptions may adversely impact the fair value assessments. The market approach requires significant assumptions related to the selection of comparable publicly traded companies and the market multiples. Significant negative industry or macroeconomic trends, disruptions to our business, changes in customer behavior, inability to effectively integrate acquired businesses, unexpected significant changes or planned changes in use of the assets or in entity structure, and divestitures may adversely impact the assumptions used in the valuations. In the event the fair value of a reporting unit is less than the carrying value, we would recognize an impairment charge for the amount by which the carrying amount of the reporting unit exceeds the fair value.

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

On October 1, 2025, we performed the quantitative assessment for all of our reporting units with goodwill balances and determined that their fair values exceeded the carrying value for each reporting unit, and as such, goodwill was not considered impaired. As of December 31, 2025, the RV and Outdoor Retail reporting unit was allocated $723.5 million of our goodwill, which represents 96.6% of our total goodwill. The RV and Outdoor Retail reporting unit’s fair value exceeded its carrying value by 11% and the remaining reporting units’

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fair values exceeded their carrying values by a significant amount. Of the key assumptions to the determination of fair value discussed above for the RV and Outdoor Retail reporting unit, (i) revenue and EBITDA projections, (ii) discount rate, and (iii) market multiples of comparable public companies are subject to the most uncertainty and could negatively impact the fair value of the RV and Outdoor Retail reporting unit. For instance, uncertainties associated with these key assumptions include:

i.

Projections: the expected timing of the next upswing for the RV industry and the impact to RV gross margins from variations in average selling prices and related cost of RVs, which could be negatively impacted by an extended delay in the growth of the RV industry, our inability to gain market share, customer demand or competition pressure on average selling prices of RVs, and/or increased procurement costs of inventory. As of the October 1, 2025 test date, a 100-basis point decrease in the terminal growth rate would not have resulted in an impairment of goodwill being recognized when estimating the fair value of the RV and Outdoor Retail reporting unit.

ii.

Discount Rate: the general and industry-specific macroeconomic environment, which could be negatively impacted by higher inflation, higher unemployment, higher interest rates and/or a reduction in consumer spending, particularly within our industry. As of the October 1, 2025 test date, a 100-basis point increase in the discount rate would not have resulted in an impairment of goodwill being recognized when estimating the fair value of the RV and Outdoor Retail reporting unit.

iii.

Market Multiples: the industry-specific macroeconomic environment, which could be negatively impacted by downward stock market trends that, in turn, can be driven by similar factors as the discount rate, as discussed above. As of the October 1, 2025 test date, a 1.0 decrease in the EBITDA multiple assumption would not have resulted in an impairment of goodwill being recognized when estimating the fair value of the RV and Outdoor Retail reporting unit

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

Deferred Tax Assets and Tax Receivable Agreement Liability — Valuation

When Continuing Equity Owners redeemed common units in CWGS, LLC for Class A common stock, CWH received an equal number of common units to the quantity of shares of Class A common stock issued to the Continuing Equity Owners. When CWH acquired this additional ownership in CWGS, LLC in the form of common units, it received a significant step-up in outside tax basis on the underlying assets held by CWGS, LLC. The step-up was principally equivalent to the difference between (1) the fair value of the underlying assets on the date of the redemption and (2) the tax basis in the underlying assets, multiplied by the percentage of common units acquired. The majority of the step-up in basis was related to intangible assets, primarily goodwill, and is included within deferred tax assets on our consolidated balance sheets. The computation of the step-up required valuations of the intangible assets of CWGS, LLC and has the same complexities and estimates as our purchase accounting on acquisitions (see Note 16 – Acquisitions to our consolidated financial statements included in Part II, Item 8 of this Form 10-K). In addition, the step-up is governed by complex IRS rules that limit which class and amount of step-up is deductible. Given the magnitude of the deferred tax assets and complexity of the calculations, small adjustments to our model used to calculate these deferred tax assets can result in material changes to the amounts recognized, especially in years that include redemptions by Continuing Equity Owners. If more common units of CWGS, LLC are redeemed by Continuing Equity Owners, the percentage of CWH’s ownership of CWGS, LLC will increase, and additional deferred tax assets will be created as additional tax basis step-ups occur and such amounts are likely to be material.

Pursuant to the Tax Receivable Agreement, CWH makes annual payments to the Original Equity Owners that had previously redeemed common units in CWGS, LLC equivalent to 85% of any tax benefits CWH realizes on each year’s tax return from the additional tax deductions arising from the step-up in tax basis. The calculation of this liability is a function of the step-up described above and, therefore, has the same

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

We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. In evaluating our ability to recover our deferred tax assets, we consider all available positive and negative evidence, including our operating results, ongoing tax planning and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. During the year ended December 31, 2025, management evaluated both positive and negative evidence and concluded that a full valuation allowance was necessary to be recorded against net deferred tax assets of the public holding company, CWH, due to its actual cumulative historical operating results for income tax purposes over the past several years in each of the tax jurisdictions where it operates. This valuation allowance will be maintained until sufficient positive evidence exists to justify its reversal. In addition, because of the full valuation allowance recorded against CWH’s investment in CWGS, LLC net deferred tax asset and certain other tax attribute carryforward deferred tax assets, the Company considers most of the amount calculated related to the remaining Tax Receivable Agreement liability not probable.

As of December 31, 2025 and 2024, we had recorded Tax Receivable Agreement liabilities of $1.4 million and $150.4 million, respectively, for the future cash obligations expected to be paid under the Tax Receivable Agreement, which were not discounted. As of December 31, 2025, if there was a 100 basis point increase or decrease in the estimated income tax rate, there would be an immaterial increase or decrease in the Tax Receivable Agreement liability.