# THOR INDUSTRIES INC (THO)

Informational only - not investment advice.

CIK: 0000730263
SIC: 3716 Motor Homes
SIC breadcrumb: [Manufacturing](/division/D/) > [Transportation Equipment](/major-group/37/) > [SIC 3716 Motor Homes](/industry/3716/)
Latest 10-K filed: 2025-09-24
SEC page: https://www.sec.gov/edgar/browse/?CIK=730263
Filing source: https://www.sec.gov/Archives/edgar/data/730263/000073026325000019/tho-20250731.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 9579490000 | USD | 2025 | 2025-09-24 |
| Net income | 258559000 | USD | 2025 | 2025-09-24 |
| Assets | 7065284000 | USD | 2025 | 2025-09-24 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2025-09-24. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000730263.json. Derived margins are computed from the extracted annual SEC facts.

| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue | 4,582,112,000 | 7,246,952,000 | 8,328,909,000 | 7,864,758,000 | 8,167,933,000 | 12,317,380,000 | 16,312,525,000 | 11,121,605,000 | 10,043,408,000 | 9,579,490,000 |
| Net income | 256,519,000 | 374,254,000 | 430,151,000 | 133,275,000 | 222,974,000 | 659,872,000 | 1,137,804,000 | 374,271,000 | 265,308,000 | 258,559,000 |
| Gross profit | 726,325,000 | 1,043,583,000 | 1,164,666,000 | 973,094,000 | 1,118,207,000 | 1,894,973,000 | 2,806,030,000 | 1,596,353,000 | 1,451,962,000 | 1,340,641,000 |
| Diluted EPS | 4.88 | 7.09 | 8.14 | 2.47 | 4.02 | 11.85 | 20.59 | 6.95 | 4.94 | 4.84 |
| Assets | 2,325,464,000 | 2,557,931,000 | 2,778,665,000 | 5,660,446,000 | 5,771,460,000 | 6,654,088,000 | 7,408,132,000 | 7,260,830,000 | 7,020,823,000 | 7,065,284,000 |
| Stockholders' equity | 1,265,222,000 | 1,576,540,000 | 1,937,741,000 | 2,084,425,000 | 2,319,782,000 | 2,921,843,000 | 3,592,862,000 | 3,976,015,000 | 4,067,430,000 | 4,288,498,000 |
| Cash and cash equivalents | 209,902,000 | 223,258,000 | 275,249,000 | 425,615,000 | 538,519,000 | 445,852,000 | 311,553,000 | 441,232,000 | 501,316,000 | 586,596,000 |
| Net margin | 5.60% | 5.16% | 5.16% | 1.69% | 2.73% | 5.36% | 6.98% | 3.37% | 2.64% | 2.70% |

## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-06-03. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000730263.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.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2023-Q1 | 2022-10-31 |  |  | 2.53 | reported discrete quarter |
| 2023-Q2 | 2023-01-31 |  |  | 0.50 | reported discrete quarter |
| 2023-Q3 | 2023-04-30 |  |  | 2.24 | reported discrete quarter |
| 2023-Q4 | 2023-07-31 | 2,738,066,000 | 90,287,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q1 | 2023-10-31 | 2,500,759,000 | 53,565,000 | 0.99 | reported discrete quarter |
| 2024-Q2 | 2024-01-31 | 2,207,369,000 | 7,217,000 | 0.13 | reported discrete quarter |
| 2024-Q3 | 2024-04-30 | 2,801,113,000 | 114,511,000 | 2.13 | reported discrete quarter |
| 2024-Q4 | 2024-07-31 | 2,534,167,000 | 90,015,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2024-10-31 | 2,142,784,000 | -1,832,000 | -0.03 | reported discrete quarter |
| 2025-Q2 | 2025-01-31 | 2,018,107,000 | -551,000 | -0.01 | reported discrete quarter |
| 2025-Q3 | 2025-04-30 | 2,894,816,000 | 135,185,000 | 2.53 | reported discrete quarter |
| 2025-Q4 | 2025-07-31 | 2,523,783,000 | 125,757,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2025-10-31 | 2,389,123,000 | 21,669,000 | 0.41 | reported discrete quarter |
| 2026-Q2 | 2026-01-31 | 2,125,856,000 | 17,803,000 | 0.34 | reported discrete quarter |
| 2026-Q3 | 2026-04-30 | 2,781,538,000 | 97,229,000 | 1.86 | reported discrete quarter |

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

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/730263/000073026326000018/tho-20260430.htm

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization.
Confidence: high
Filing date: 2026-06-03
Report date: 2026-04-30

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless otherwise indicated, all U.S. Dollar and Euro amounts are presented in thousands except share and per share data.

Forward-Looking Statements

This report includes certain statements that are “forward-looking” statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are made based on management’s current expectations and beliefs regarding future and anticipated developments and their effects upon THOR and inherently involve uncertainties and risks. These forward-looking statements are not a guarantee of future performance and actual results may differ materially from our expectations. Factors which could cause materially different results include, among others:

•the impact of inflation on the cost of our products as well as on general consumer demand;

•the level of consumer confidence and the level of discretionary consumer spending;

•the effect of raw material and commodity price fluctuations, including the impact of tariffs, and/or raw material, commodity or chassis supply constraints;

•the impact of war, military conflict, terrorism and/or cyber-attacks, including state-sponsored or ransom attacks;

•the impact of sudden or significant adverse changes in the cost and/or availability of energy or fuel, including those caused by geopolitical events, on our costs of operation, on raw material prices, on our suppliers, on our independent dealers or on retail customers;

•the dependence on a small group of suppliers for certain components used in production, including chassis;

•interest rates and interest rate fluctuations and their potential impact on the general economy and, specifically, on our independent dealers and consumers and our profitability;

•the ability to ramp production up or down quickly in response to rapid changes in demand or market share while also managing associated costs, including labor-related costs and production capacity costs;

•the level and magnitude of warranty and recall claims incurred;

•the ability of our suppliers to financially support any defects in their products;

•the financial health of our independent dealers and their ability to successfully manage through various economic conditions;

•legislative, trade, regulatory and tax law and/or policy developments including their potential impact on our independent dealers, retail customers or on our suppliers;

•the costs of compliance with governmental regulation;

•the impact of an adverse outcome or conclusion related to current or future litigation or regulatory audits or investigations;

•public perception of and the costs related to environmental, social and governance matters;

•legal and compliance issues including those that may arise in conjunction with recently completed transactions;

•the ability to realize anticipated benefits of strategic initiatives including realignments or other reorganizational actions;

•the impact of exchange rate fluctuations;

•restrictive lending practices which could negatively impact our independent dealers and/or retail consumers;

•management changes;

•the success of new and existing products and services;

•the ability to maintain strong brands and develop innovative products that meet consumer demands;

23

•changes in consumer preferences;

•the risks associated with acquisitions, including: the pace and successful closing of an acquisition, the integration and financial impact thereof, the level of achievement of anticipated operating synergies from acquisitions, the potential for unknown or understated liabilities related to acquisitions, the potential loss of existing customers of acquisitions and our ability to retain key management personnel of acquired companies;

•a shortage of necessary personnel for production and increasing labor costs and related employee benefits costs to attract and retain production personnel in times of high demand;

•the loss or reduction of sales to key independent dealers, and stocking level decisions of our independent dealers;

•disruption of the delivery of units to independent dealers or the disruption of delivery of raw materials, including chassis, to our facilities;

•increasing costs for freight and transportation;

•the ability to protect our information technology systems, including confidential and personal information, from data breaches, cyber-attacks and/or network disruptions;

•asset impairment charges;

•competition;

•the impact of losses under repurchase agreements;

•the impact of the strength of the U.S. dollar on international demand for products priced in U.S. dollars;

•general economic, market, public health and political conditions in the various countries in which our products are produced and/or sold;

•the impact of adverse weather conditions and/or weather-related events;

•the impact of changing emissions and other related climate change regulations in the various jurisdictions in which our products are produced, used and/or sold;

•changes to our investment and capital allocation strategies or other facets of our strategic plan; and

•changes in market liquidity conditions, credit ratings and other factors that may impact our access to future funding and the cost of debt.

These and other risks and uncertainties are discussed more fully in Item 1A of our Annual Report on Form 10-K for the year ended July 31, 2025.

We disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this report or to reflect any change in our expectations after the date hereof or any change in events, conditions or circumstances on which any statement is based, except as required by law.

24

Executive Overview

We were founded in 1980 and have grown to become the largest manufacturer of recreational vehicles (“RVs”) in the world based on units sold and revenue. We are also the largest manufacturer of RVs in North America, and one of the largest manufacturers of RVs in Europe. In North America, according to Statistical Surveys, Inc. (“Stat Surveys”), for the three months ended March 31, 2026, THOR’s current combined U.S. and Canadian market share based on units sold was approximately 36.2% for travel trailers and fifth wheels combined and approximately 47.8% for motorhomes. In Europe, according to the European Caravan Federation (“ECF”), our European market share for the three months ended March 31, 2026 was approximately 26.3% for motorcaravans and campervans combined and approximately 16.7% for caravans.

Industry Outlook — North America

The Company monitors industry conditions in the North American RV market using a number of resources including its own performance tracking and modeling. The Company also considers monthly wholesale shipment data as reported by the RV Industry Association (“RVIA”), which is typically issued on a one-month lag and represents manufacturers’ North American RV production and delivery to dealers. In addition, we monitor monthly North American retail sales trends as reported by Stat Surveys, whose data is typically issued on a month-and-a-half lag. The Company believes that monthly RV retail sales data is important as consumer purchases impact future dealer orders and ultimately our production and net sales.

North American RV independent dealer inventory of our North American RV products as of April 30, 2026 decreased 13.7% to approximately 79,200 units, compared to approximately 91,800 units as of April 30, 2025.

As of April 30, 2026, we believe North American dealer inventory levels for most products are generally in line with the levels that dealers are comfortable stocking given the current retail sales levels and associated carrying costs. We believe dealers will continue to closely evaluate the unit stocking levels that they will elect to carry in future periods, which may be less than historical unit stocking levels, due to a combination of factors such as current retail activity, current RV wholesale prices as well as current interest rates and other carrying costs.

THOR’s North American RV backlog as of April 30, 2026 decreased $365,952, or 24.1%, to $1,152,105 compared to $1,518,057 as of April 30, 2025. The decrease in backlog is primarily a result of a decrease in year-over-year orders for North American Towable products.

North American Industry Wholesale Statistics

Key wholesale statistics for the North American RV industry, as reported by RVIA for the periods indicated, were as follows:

U.S. and Canada Wholesale Unit Shipments

Three Months Ended March 31,

Increase

%

2026

2025

(Decrease)

Change

North American Towable units

75,366 

88,530 

(13,164)

(14.9)

North American Motorized units

10,685 

9,318 

1,367 

14.7

Total

86,051 

97,848 

(11,797)

(12.1)

In June 2026, RVIA issued a revised forecast for calendar year 2026 North American wholesale unit shipments. Under RVIA’s most likely scenario, towable and motorized unit shipments are projected to be approximately 277,400 units and 36,600 units, respectively, for an annual total of approximately 314,000 units, a decrease of 8.2% from the 2025 calendar year wholesale shipments. The RVIA’s most likely forecast for calendar year 2026 of 314,000 total units could range from a lower estimate of approximately 300,000 total units to an upper estimate of approximately 328,100 total units.

25

North American Industry Retail Statistics

Key retail statistics for the North American RV industry, as reported by Stat Surveys for the periods indicated, were as follows:

U.S. and Canada Retail Unit Registrations

Three Months Ended March 31,

Increase

%

2026

2025

(Decrease)

Change

North American Towable units

52,477

64,027

(11,550)

(18.0)

North American Motorized units

7,230

8,953

(1,723)

(19.2)

Total

59,707

72,980

(13,273)

(18.2)

Note: Data reported by Stat Surveys is based on official state and provincial records. This information is subject to adjustment, is continuously updated and is often impacted by delays in reporting by various states or provinces.

We anticipate that near-term demand will be influenced by many factors, including consumer confidence and the level of consumer spending on discretionary products. We believe future retail demand over the longer term will grow from the current levels as consumer confidence and general economic conditions improve, as we believe interest in the RV lifestyle remains high as consumers continue to value the perceived benefits offered by the RV lifestyle, which provides people with the ability to connect with loved ones and nature as well as the potential to get away for both short, frequent breaks or longer adventures.

Company North American Wholesale Statistics

The Company’s North American wholesale RV shipments, for the three months ended March 31, 2026 and 2025 to correspond to the North American industry wholesale periods noted above, were as follows:

U.S. and Canada Wholesale Unit Shipments

Three Months Ended March 31,

Increase

%

2026

2025

(Decrease)

Change

North American Towable units

26,908 

34,867 

(7,959)

(22.8)

North American Motorized units

5,789 

4,875 

914 

18.7

Total

32,697

39,742

(7,045)

(17.7)

Company North American Retail Statistics

Retail statistics of the Company’s North American RV products, as reported by Stat Surveys, for the three months ended March 31, 2026 and 2025 to correspond to the North American industry retail periods noted above, were as follows:

U.S. and Canada Retail Unit Registrations

Three Months Ended March 31,

Increase

%

2026

2025

(Decrease)

Change

North American Towable units

18,620 

23,966 

(5,346)

(22.3)

North American Motorized units

3,456 

4,175 

(719)

(17.2)

Total

22,076 

28,

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

## Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization.
Confidence: high

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

Unless otherwise indicated, all Dollar and Euro amounts are presented in thousands except per share data.

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the Company’s Consolidated Financial Statements and Notes thereto included in Item 8 of this Report.

The discussion below is a comparison of the results of operations and changes in financial condition for the fiscal years ended July 31, 2025 and 2024. The comparison of, and changes between, the fiscal years ended July 31, 2024 and 2023 can be found within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ended July 31, 2024, as filed with the SEC on September 24, 2024.

Executive Summary

We were founded in 1980 and have grown to become the largest manufacturer of recreational vehicles (“RVs”) in the world based on units sold and revenue. We are also the largest manufacturer of RVs in North America, and one of the largest manufacturers of RVs in Europe. In North America, according to Statistical Surveys, Inc. (“Stat Surveys”), for the six months ended June 30, 2025, THOR’s current combined U.S. and Canadian market share based on units was approximately 39.1% for travel trailers and fifth wheels combined and approximately 48.3% for motorhomes. In Europe, according to the European Caravan Federation (“ECF”), EHG’s current market share for the six months ended June 30, 2025 based on units was approximately 26.1% for motorcaravans and campervans combined and approximately 17.3% for caravans.

Our business model includes decentralized operating units, and our RV products are primarily sold to independent, non-franchise dealers who, in turn, retail those products. The Company also sells component parts to both RV and other original equipment manufacturers, including aluminum extruded components, and sells aftermarket component parts through dealers and retailers. Our growth has been achieved both organically and through acquisition, and our strategy is designed to increase our profitability by driving innovation, servicing our customers, manufacturing quality products, improving the efficiencies of our facilities and making strategic growth acquisitions.

We generally do not finance dealers directly, but we do provide repurchase agreements to the dealers’ floor plan lenders.

We generally have financed our growth through a combination of internally generated cash flows from operations and, when needed, outside credit facilities. Capital acquisitions of $121,616 in fiscal 2025 were made primarily for purchases of land, production building additions and improvements and replacing machinery and equipment used in the ordinary course of business. See Note 2 to the Consolidated Financial Statements for capital acquisitions by segment. The impact of consumer confidence, which historically has been highly correlated with RV retail sales, and the impact of inflation on the availability of discretionary funds of our end consumers, combined with higher interest rates compared to recent years impacting both our independent dealers and the end consumer, had a negative impact on demand for our products at both the wholesale and retail levels during fiscal 2025, particularly in North America, and are expected to continue to impact the remainder of calendar year 2025 and into calendar 2026. These risks to our business are more fully described in Part 1, Item 1A “Risk Factors” of this Report.

Significant Fiscal 2025 Events

Tax Reform

The One Big Beautiful Bill Act (“OBBB”) was signed into law on July 4, 2025. The OBBB includes a broad range of tax reform provisions affecting businesses including, but not limited to, 100% bonus depreciation, expensing of U.S.-based research and development costs, interest expense deduction limitations and changes to international tax provisions. The most relevant impact to the Company for fiscal 2025 is the 100% bonus depreciation for qualified property placed in service after January 19, 2025. The other relevant provisions of the OBBB will impact the Company in fiscal years 2026 and 2027. For fiscal year 2026, the Company will have the option to accelerate its previously capitalized and unamortized U.S. research and development costs over a one or two-year period. Changes to the international provisions will impact the Company in fiscal year 2027.

32

Significant Fiscal 2024 Events

Refinancing of Credit Agreements

On November 15, 2023, the Company entered into amendments to both its term loan and ABL agreements to extend maturities and lower the applicable margins used to determine the interest rate on the U.S. dollar-denominated loan tranche. The maturity date for the term loan was extended from February 1, 2026 to November 15, 2030. Covenants and other material provisions of the term loan agreement remain materially unchanged. Pursuant to the ABL amendment, the maturity date for loans under the ABL agreement was extended from September 1, 2026 to November 15, 2028. Maximum availability under the ABL remains at $1,000,000 and the applicable margin, covenants and other material provisions of the ABL remain materially unchanged. As a result of these amendments and associated maturity date extensions, the Company recognized total expense of $14,741 in fiscal 2024.

Subsequently, on July 1, 2024, the Company entered into an amendment to its term loan to modify the applicable margins used to determine the interest rate on both the U.S. dollar-denominated loans and Euro-denominated loans. The U.S. dollar interest rate under the amended agreement was reduced by 0.50% so that the applicable margin for Alternate Base Rate (“ABR”)-based loans is now 1.25% and for Secured Overnight Financing Rate (“SOFR”)-based loans is 2.25%. In addition, the applicable margin for the Euro loan interest rate was reduced by 0.25% so that the applicable margin for the EURIBOR-based loans is 2.75%.

North American RV Industry

The Company monitors industry conditions in the North American RV market using a number of resources including its own performance tracking and modeling. The Company also considers monthly wholesale shipment data as reported by the RV Industry Association (“RVIA”), which is typically issued on a one-month lag and represents manufacturers’ North American RV production and delivery to dealers. In addition, we monitor monthly North American retail sales trends as reported by Stat Surveys, whose data is typically issued on a month-and-a-half lag. The Company believes that monthly RV retail sales data is important as consumer purchases impact future dealer orders and ultimately our production and net sales.

North American RV independent dealer inventory of our North American RV products as of July 31, 2025 decreased 2.3% to approximately 73,300 units from approximately 75,000 units as of July 31, 2024.

As of July 31, 2025, we believe North American dealer inventory levels for most products are generally in line with the levels that dealers are comfortable stocking given the current retail sales levels and associated carrying costs. We believe dealers will continue to closely evaluate the unit stocking levels that they will elect to carry in future periods, which may be less than historical unit stocking levels, due to a combination of factors such as current retail activity, current RV wholesale prices as well as current interest rates and other carrying costs.

THOR’s total North American RV backlog as of July 31, 2025 increased $200,352, or 15.1%, to $1,529,634 from $1,329,282 as of July 31, 2024, with the increase driven primarily by an increase in North American Motorized backlog, which was adversely impacted at July 31, 2024 by lower retail sales and dealer and consumer concerns over higher interest costs at that time.

33

North American Industry Wholesale Statistics

Key wholesale statistics for the North American RV industry, as reported by RVIA for the periods indicated, are as follows:

U.S. and Canada Wholesale Unit Shipments

Six Months Ended June 30,

Increase

%

2025

2024

(Decrease)

Change

North American Towable units

172,041 

159,407 

12,634 

7.9 

North American Motorized units

18,664 

19,189 

(525)

(2.7)

Total

190,705 

178,596 

12,109 

6.8 

In September 2025, RVIA reconfirmed its June 2025 forecast for calendar year 2025 North American wholesale unit shipments. Under a most likely scenario, towable and motorized unit shipments are projected to increase to approximately 303,100 and 33,800, respectively, for an annual total of approximately 337,000 units, up 1.0% from the 2024 calendar year wholesale shipments. The RVIA most likely forecast for calendar year 2025 could range from a lower estimate of approximately 320,400 total units to an upper estimate of approximately 353,500 units.

As part of their September 2025 forecast, RVIA also issued their initial estimates for calendar year 2026 wholesale unit shipments. In the most likely scenario, towable and motorized unit shipments are projected to increase to an approximated annual total of 349,300 units, or 3.6% higher than the most likely scenario for calendar year 2025 wholesale shipments. This calendar year 2026 most likely forecast could range from a lower estimate of approximately 332,400 total units to an upper estimate of approximately 366,100 units. RVIA stated the primary reason for the forecasted increase in wholesale unit shipments during calendar year 2026 is their expectation for the RV industry to transition to a period of accelerating growth in the latter half of the calendar year, supported by improved consumer finances and anticipated dealer replenishment activity.

North American Industry Retail Statistics

We believe that retail demand is the key to growth in the North American RV industry.

Key retail statistics for the North American RV industry, as reported by Stat Surveys for the periods indicated, are as follows:

U.S. and Canada Retail Unit Registrations

Six Months Ended June 30,

Increase

%

2025

2024

(Decrease)

Change

North American Towable units

166,013 

169,013 

(3,000)

(1.8)

North American Motorized units

19,665 

21,697 

(2,032)

(9.4)

Total

185,678 

190,710 

(5,032)

(2.6)

Note: Data reported by Stat Surveys is based on official state and provincial records. This information is subject to adjustment, is continuously updated and is often impacted by delays in reporting by various states or provinces.

We anticipate that near-term demand will be influenced by many factors, including consumer confidence and the level of consumer spending on discretionary products. We believe future retail demand over the longer term will grow from the current levels as consumer confidence and general economic conditions improve, as we believe interest in the RV lifestyle remains high as consumers continue to value the perceived benefits offered by the RV lifestyle, which provides people with the ability to connect with loved ones and nature as well as the potential to get away for short, frequent breaks or longer adventures.

34

Company North American Wholesale Statistics

The Company’s wholesale RV shipments, for the six months ended June 30, 2025 and 2024, to correspond with the industry wholesale periods noted above, were as follows:

U.S. and Canada Wholesale Unit Shipments

Six Months Ended June 30,

Increase

%

2025

2024

(Decrease)

Change

North American Towable units

66,101 

62,507 

3,594 

5.7 

North American Motorized units

9,947 

8,974 

973 

10.8 

Total

76,048 

71,481 

4,567 

6.4 

Company North American Retail Statistics

Retail statistics of the Company’s RV products, as reported by Stat Surveys, for the six months ended June 30, 2025 and 2024, to correspond with the industry retail periods noted above, were as follows:

U.S. and Canada Retail Unit Registrations

Six Months Ended June 30,

Increase

%

2025

2024

(Decrease)

Change

North American Towable units

63,482 

66,007 

(2,525)

(3.8)

North American Motorized units

9,493 

10,263 

(770)

(7.5)

Total

72,975 

76,270 

(3,295)

(4.3)

Note: Data reported by Stat Surveys is based on official state and provincial records. This information is subject to adjustment, is continuously updated and is often impacted by delays in reporting by various states or provinces.

North American Outlook

Historically, RV industry sales have been impacted by a number of economic conditions faced by RV dealers, and ultimately retail consumers, such as the level of consumer confidence, the rate of unemployment, the rate of inflation, the disposable income of consumers, interest rates, credit availability, the health of the housing market, tax rates and fuel availability and prices. We believe these factors will continue to affect retail sales in fiscal 2026. In addition, due to inflationary pressures, including the impact of higher tariffs, current interest rates and other factors, we believe that RV dealers will be continuously reevaluating their desired stocking levels, which may result in lower than historical dealer inventory stocking levels on a unit basis, particularly in the fall and winter months which historically are lower retail sales periods. It is difficult to predict the extent to which any or all of these factors will impact the RV industry or our business in a particular future period, however, we currently believe the remainder of calendar 2025 will continue to be negatively impacted by these factors.

Despite the continuing near-term challenges, we remain optimistic about the future of North American retail sales in the long term, as there are many factors driving product interest. Surveys conducted by THOR, RVIA and others show that Americans of all generations love the freedom of the outdoors and the enrichment that comes with living an active lifestyle. RVs allow people to be in control of their travel experiences, going where they want, when they want and with the people they want. The RV units we design, produce and sell allow people to spend time outdoors pursuing their favorite activities, creating cherished moments and deeply connecting with family and friends. Based on the ongoing value consumers place on these factors, we expect to see long-term growth in the North American RV industry. The growth in industry-wide RV sales during late calendar year 2020 through early calendar year 2023 resulted in exposing a wider range of consumers to the RV lifestyle. As a result, we believe many of those who have been exposed to the industry for the first time will become future owners once general economic conditions improve, and that those who became first-time owners since the onset of the pandemic will become long-term RVers, resulting in future repeat and upgrade sales opportunities. We also believe many consumers are likely to continue opting for fewer vacations via air travel, cruise ships and hotels, while preferring vacations that RVs are uniquely positioned to provide, allowing consumers the ability to explore or unwind, often close to home. In addition, we believe that the availability of camping and RV parking facilities will be an important factor in the future growth of the industry and view both the significant recent investments and the committed future investments by campground owners, states and the federal government in camping facilities and accessibility to state and federal parks and forests to be positive long-term factors.

35

Economic and industry-wide factors that have historically affected, and which we believe will continue to affect, our operating results include the costs of commodities, the availability of critical supply components and labor costs incurred in the production of our products. Material and labor costs are the primary factors determining our cost of products sold, and any future increases in raw material or labor costs will impact our profit margins negatively if we are unable to offset those cost increases through a combination of product recontenting, material sourcing strategies, efficiency improvements or raising the selling prices for our products by corresponding amounts. We are closely monitoring the imposition of new and higher U.S. tariffs on imports, as well as retaliatory tariffs or other measures certain other countries have already or may impose on U.S. imports, that may increase our material costs, disrupt our supply of materials or negatively impact our sales into other countries. We are currently uncertain as to the ultimate impact these measures may have given the rapidly changing environment surrounding tariffs and other related political topics. The impact of increased or new tariffs in our fiscal 2025 third and fourth quarters was relatively modest due to the timing of, and changes in, both the announced tariff rates and effective dates and our engagement with our vendors regarding the extent and timing of any resultant cost increases. We would expect additional tariff impacts on our upcoming fiscal 2026 results, but it is difficult to assess the ultimate impact they may have given the ongoing changes in tariff rates, what components will be impacted and when, plus the fact that we are often not importing products or components directly but rather through third-party vendors and therefore do not have complete visibility regarding the timing or impact on the pricing of components we purchase. We intend to continue negotiations with our vendors regarding the timing and extent of any tariff pass-through costs, and where possible, will seek alternative supply sources with lower-priced components.

Historically, we have generally been able to offset net cost increases over time, but given the size and nature of the tariffs currently in the process of being implemented and future tariffs being discussed, it may not be possible or desirable for us to pass on the full impact of tariff increases immediately as we are conscious of the impact it likely would have on the retail consumer and their demand for our products. Once a clearer and more certain picture of the tariff environment is established, we will be in a position to more fully assess the potential impact tariffs may have on our product selling prices and our operating results.

It is extremely difficult to predict when or whether future supply chain issues related to chassis or other components used in the production of RVs will arise, especially when considering the impact tariffs may have on the availability of goods. Modifying available chassis for certain motorized products to use for other products is not a viable alternative, particularly in the short term, due to engineering requirements. Uncertainties related to changing state and federal emission standards may also negatively impact the availability of chassis used in our production of certain North American motorized RVs and could also impact consumer buying patterns. The North American recreational vehicle industry has, from time to time in the past, experienced shortages of chassis for various reasons, including component shortages, production delays or other production issues and work stoppages at the chassis manufacturers.

While the North American RV industry has at times faced supply shortages or delivery delays of other, non-chassis raw material components, the supply chain is currently able to support our demand, but that could change quickly, and with little advance notice, given the current and potential future impact tariffs and other macroeconomic or political factors may have on supply. If any of these factors were to impact our suppliers’ ability to fully supply our needs for key components, our costs of such components and our production output could be adversely affected.

European RV Industry

The Company monitors industry conditions in the European RV market using a number of resources including its own performance tracking and modeling. The Company also considers retail trends in the European RV market as reported by the European Caravan Federation (“ECF”) and its members. On a monthly basis, the Company receives OEM-specific reports for most of the individual member countries that make up the ECF through the Caravaning Industrie Verband e.V. (“CIVD”). The timing of these reports may vary, but typically they are issued on a one-to-two-month lag. While most countries provide OEM-specific information, the United Kingdom, which made up 15.2% and 9.4% of the caravan and motorcaravan (including campervans) European market for the six months ended June 30, 2025, respectively, does not provide OEM-specific information. Industry wholesale shipment data for the European RV market is not available.

Within Europe, over 90% of our sales are made to dealers within 10 different European countries. The market conditions, as well as the operating status of our independent dealers within each country, vary based on the various local economic and other conditions. It is inherently difficult to generalize about the operating conditions within the entire European region.

Independent dealer inventory of our European RV products as of July 31, 2025 was approximately 22,200 units as compared to approximately 26,200 units as of July 31, 2024. In both Germany, which accounts for approximately 60% of our European product sales, and in the other various countries we serve, independent RV dealer inventory levels of our motorized European products are generally in line with historic seasonal levels, while campervan and towable inventory is slightly elevated.

36

Our European Recreational Vehicle backlog as of July 31, 2025 decreased $425,201, or 21.8%, to $1,525,592 compared to $1,950,793 as of July 31, 2024, primarily due to improved chassis supply availability and a return to normalized dealer inventory levels at July 31, 2025.

European Industry Retail Statistics

Key retail statistics for the European RV industry, as reported by the ECF for the periods indicated, are as follows:

European Unit Registrations

Motorcaravan and Campervan (2)

Caravan

Six Months Ended June 30,

%

Change

Six Months Ended June 30,

%

Change

2025

2024

2025

2024

OEM Reporting Countries (1)

82,524 

82,909 

(0.5)

24,869 

26,898 

(7.5)

Non-OEM Reporting Countries (1)

12,139 

11,901 

2.0 

6,393 

7,776 

(17.8)

Total

94,663 

94,810 

(0.2)

31,262 

34,674 

(9.8)

(1)Industry retail registration statistics have been compiled from individual countries' reporting of retail sales, and include the following countries: Germany, France, Sweden, Netherlands, Norway, Italy, Spain and others, collectively the “OEM Reporting Countries.” The “Non-OEM Reporting Countries” are primarily the United Kingdom and others. Total European unit registrations are reported quarterly by the ECF.

(2)The ECF reports motorcaravans and campervans together.

Note: Data from the ECF is subject to adjustment, is continuously updated and is often impacted by delays in reporting by various countries. (The "Non-OEM Reporting Countries" either do not report OEM-specific data to the ECF or do not have it available for the entire time period covered).

Company European Retail Statistics

European Unit Registrations (1)

Six Months Ended June 30,

Increase

%

2025

2024

(Decrease)

Change

Motorcaravan and Campervan

21,538 

20,994 

544 

2.6 

Caravan

4,297 

4,930 

(633)

(12.8)

Total OEM-Reporting Countries

25,835 

25,924 

(89)

(0.3)

(1)Company retail registration statistics have been compiled from individual countries' reporting of retail sales, and include the following countries: Germany, France, Sweden, Netherlands, Norway, Italy, Spain and others, collectively the “OEM Reporting Countries.”

Note: Data from the ECF is subject to adjustment, is continuously updated and is often impacted by delays in reporting by various countries.

European Outlook

Our European operations offer a full lineup of leisure vehicles including caravans and motorized products including urban vehicles, campervans and small-to-large motorcaravans. Our product offerings are not limited to vehicles only but also include accessories and services, including vehicle rentals. We address European retail customers through a sophisticated brand management approach based on consumer segmentation according to target group, core values and emotions. With the assistance of data-based and digital marketing, we intend to continue expanding our retail customer reach to new and younger consumer segments.

The impact of current macroeconomic factors on our business, including inflation and interest rates, environmental and sustainability regulations and geopolitical events, is uncertain. Our outlook for future European RV retail sales depends upon the various economic and regulatory conditions in the respective countries in which we sell our products. End-customer demand for RVs depends strongly on consumer confidence. Factors such as the rate of unemployment, the rate of inflation, private consumption and investments, the level of disposable income of consumers, interest rates, the health of the housing market, tax rates and regulatory restrictions and, since the pandemic, travel safety considerations all influence retail sales. While confidence remains in our customer base, in the short term, we expect to continue to experience downward pressure on overall sales volume due to the current macroeconomic environment. Our long-term outlook for future growth in European RV retail sales remains positive due to favorable demographic trends and as more people utilize RVs as a way to support their lifestyle in search of independence and individuality, as well as using the RV as a multi-purpose vehicle to escape urban life and explore outdoor activities and nature.

37

We and our independent European dealers market our European recreational vehicles through multiple avenues including at numerous RV fairs at the country and regional levels which occur throughout the calendar year. These fairs have historically been well-attended events that allow retail consumers to see the newest products, features and designs and to talk with product experts in addition to being able to purchase or order an RV. The most recent major industry fair, the 2025 Caravan Salon show in September 2025, experienced near-record attendance, which demonstrates the continued high level of interest in the RV lifestyle. In addition to our attendance at various strategic trade fairs, we have and will continue to strengthen and expand our digital activities to reach high potential target groups, generate leads and steer customers directly to dealerships. With approximately 1,100 active independent dealers in Germany and throughout Europe with whom we do business, we believe our European brands have one of the strongest and most professionally structured dealer and service networks in Europe.

Economic or industry-wide factors affecting our European RV operating results include the availability and costs of commodities and component parts and the labor used in the manufacture of our products. Labor agreements and various governmental regulations are primary drivers in the cost of our labor force and impact how and when we can adjust our labor force to align with changing production needs. Adjusting our full-time workforce downwards in most of the locations where we operate in Europe generally results in negotiated separation costs, which may be material depending on the size of the workforce reduction. Material and labor costs are the primary factors determining our cost of products sold and any future increases in these costs could negatively impact our profit margins if we are unable to offset those costs through a combination of product recontenting, material sourcing strategies, efficiency improvements, headcount reductions or raising the selling prices for our products by corresponding amounts.

While overall chassis supply has improved, disruption in the sequence of chassis supply has in the past inhibited, and could in the future, inhibit our ability to efficiently and consistently maintain our planned production levels. Uncertainties related to changing emission standards may also negatively impact the availability of chassis and/or other components used in our production of certain European motorized RVs and could also impact consumer buying patterns.

When possible, to minimize the future impact of supply chain constraints, we have identified a second-source supplier base for certain component parts; however, engineering requirements associated with an alternate component part, particularly the chassis on which our various units are built, could limit the impact of these alternative suppliers on reducing any near-term supply constraints.

In addition to potential future material supply constraints, labor shortages have in the past impacted, and could in the future, impact our European operations given the numerous locations where our manufacturing sites are located and the differing availability of skilled labor in those locations. As previously noted, high levels of labor costs and limitations on our ability to reduce those costs commensurate with market conditions have in the past, and could in the future, negatively impact our European operations.

38

RESULTS OF OPERATIONS

FISCAL 2025 VS. FISCAL 2024

FISCAL 2025

FISCAL 2024

Change

Amount

%

Change

NET SALES:

Recreational vehicles

North American Towable

$

3,784,666 

$

3,679,671 

$

104,995 

2.9 

North American Motorized

2,175,604 

2,445,850 

(270,246)

(11.0)

Total North America

5,960,270 

6,125,521 

(165,251)

(2.7)

European

3,023,961 

3,364,980 

(341,019)

(10.1)

Total recreational vehicles

8,984,231 

9,490,501 

(506,270)

(5.3)

Other

859,609 

781,927 

77,682 

9.9 

Intercompany eliminations

(264,350)

(229,020)

(35,330)

(15.4)

Total

$

9,579,490 

$

10,043,408 

$

(463,918)

(4.6)

# OF UNITS:

Recreational vehicles

North American Towable

119,790 

112,830 

6,960 

6.2 

North American Motorized

17,153 

18,761 

(1,608)

(8.6)

Total North America

136,943 

131,591 

5,352 

4.1 

European

44,445 

55,317 

(10,872)

(19.7)

Total

181,388 

186,908 

(5,520)

(3.0)

% of

Segment

Net Sales

% of

Segment

Net Sales

GROSS PROFIT:

Recreational vehicles

North American Towable

$

496,976 

13.1 

$

427,386 

11.6 

$

69,590 

16.3 

North American Motorized

210,634 

9.7 

277,840 

11.4 

(67,206)

(24.2)

Total North America

707,610 

11.9 

705,226 

11.5 

2,384 

0.3 

European

460,319 

15.2 

581,211 

17.3 

(120,892)

(20.8)

Total recreational vehicles

1,167,929 

13.0 

1,286,437 

13.6 

(118,508)

(9.2)

Other, net

172,712 

20.1 

165,525 

21.2 

7,187 

4.3 

Total

$

1,340,641 

14.0 

$

1,451,962 

14.5 

$

(111,321)

(7.7)

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:

Recreational vehicles

North American Towable

$

256,536 

6.8 

$

246,330 

6.7 

$

10,206 

4.1 

North American Motorized

124,715 

5.7 

136,398 

5.6 

(11,683)

(8.6)

Total North America

381,251 

6.4 

382,728 

6.2 

(1,477)

(0.4)

European

306,254 

10.1 

298,013 

8.9 

8,241 

2.8 

Total recreational vehicles

687,505 

7.7 

680,741 

7.2 

6,764 

1.0 

Other, net

81,517 

9.5 

75,108 

9.6 

6,409 

8.5 

Corporate

153,532 

— 

139,682 

— 

13,850 

9.9 

Total

$

922,554 

9.6 

$

895,531 

8.9 

$

27,023 

3.0 

39

FISCAL 2025

% of

Segment

Net Sales

FISCAL 2024

% of

Segment

Net Sales

Change

Amount

%

Change

INCOME (LOSS) BEFORE INCOME TAXES:

Recreational vehicles

North American Towable

$

247,012 

6.5 

$

169,232 

4.6 

$

77,780 

46.0 

North American Motorized

85,343 

3.9 

126,496 

5.2 

(41,153)

(32.5)

Total North America

332,355 

5.6 

295,728 

4.8 

36,627 

12.4 

European

101,634 

3.4 

231,377 

6.9 

(129,743)

(56.1)

Total recreational vehicles

433,989 

4.8 

527,105 

5.6 

(93,116)

(17.7)

Other, net

53,740 

6.3 

45,299 

5.8 

8,441 

18.6 

Corporate

(191,538)

— 

(223,560)

— 

32,022 

14.3 

Total

$

296,191 

3.1 

$

348,844 

3.5 

$

(52,653)

(15.1)

As of

July 31, 2025

As of

July 31, 2024

Change

Amount

%

Change

ORDER BACKLOG:

Recreational vehicles

North American Towable

$

525,014 

$

552,379 

$

(27,365)

(5.0)

North American Motorized

1,004,620 

776,903 

227,717 

29.3 

Total North America

1,529,634 

1,329,282 

200,352 

15.1 

European

1,525,592 

1,950,793 

(425,201)

(21.8)

Total

$

3,055,226 

$

3,280,075 

$

(224,849)

(6.9)

CONSOLIDATED

Consolidated net sales for fiscal 2025 decreased $463,918, or 4.6%, compared to fiscal 2024. The decrease in consolidated net sales is primarily due to lower current dealer and consumer demand in comparison to fiscal 2024 in the North American Motorized and European segments, partially offset by an increase in net sales from our North American Towable segment. Approximately 32% of the Company’s consolidated net sales for fiscal 2025 were transacted in a currency other than the U.S. dollar. The Company’s most material exchange rate exposure is sales in Euros. The $463,918, or 4.6% decrease in consolidated net sales in fiscal 2025 is net of an increase of $54,492 from the change in currency exchange rates between the two periods. To determine this impact, net sales transacted in currencies other than U.S. dollars have been translated to U.S. dollars using the average exchange rates that were in effect during the comparative periods.

Consolidated gross profit for fiscal 2025 decreased $111,321, or 7.7%, compared to fiscal 2024. Consolidated gross profit was 14.0% of consolidated net sales for fiscal 2025 and 14.5% for fiscal 2024. The decreases in consolidated gross profit and the consolidated gross profit percentage in fiscal 2025 compared to fiscal 2024 were both primarily due to the impact of the decrease in consolidated net sales coupled with increased sales discounting.

Selling, general and administrative expenses for fiscal 2025 increased $27,023, or 3.0%, compared to fiscal 2024. This increase was primarily driven by the increase in certain Corporate and European selling, general and administrative expenses as discussed below. Selling, general and administrative expenses were 9.6% of consolidated net sales for fiscal 2025 and 8.9% for fiscal 2024, with the increase in percentage due to the combination of the decrease in consolidated net sales in fiscal 2025 compared to fiscal 2024 and the increase in costs.

The increase in other income, net of $31,949 for fiscal 2025 as compared to fiscal 2024 includes an increase of $14,867 in the gain on the sales of property, plant and equipment in fiscal 2025 as compared to fiscal 2024, primarily due to gains on the sales of certain production facilities in fiscal 2025 related to the strategic organizational restructuring of the Heartland towable operations. In addition, the fiscal 2025 other income, net total includes $12,153 of insurance income related to the weather event discussed in Note 19 to the Consolidated Financial Statements, and an improvement in the operating results of our equity method investments of $9,331 as discussed in Note 7 to the Consolidated Financial Statements. These favorable changes were partially offset by an increase in foreign exchange losses of $8,315 between fiscal 2025 and fiscal 2024.

40

Amortization of intangible assets expense for fiscal 2025 decreased $13,517, or 10.2%, to $119,027, compared to fiscal 2024 due to a reduction in dealer network amortization, which is amortized on an accelerated basis and therefore decreases over time.

The decrease of $52,653, or 15.1%, in income before income taxes for fiscal 2025 compared to fiscal 2024, was primarily driven by the impact of the decrease in consolidated net sales and the increase in selling, general and administrative expenses noted above.

The overall annual effective income tax rate for fiscal 2025 was 13.4%, compared with 23.9% for fiscal 2024. The two primary reasons for the decrease in the overall annual effective income tax rate were the foreign tax law change in fiscal 2025 that resulted in the favorable revaluation of foreign deferred tax liabilities, and the rate was also favorably impacted by the year-over-year change in the jurisdictional mix of earnings between foreign and domestic operations, inclusive of certain foreign exchange gains not subject to taxation.

Additional information concerning the changes in net sales, gross profit and selling, general and administrative expenses are addressed below in the segment reporting that follows.

The $13,850 increase in Corporate expenses included in selling, general and administrative expenses for fiscal 2025 compared to fiscal 2024 includes increases in compensation costs of $15,738, primarily due to employee separation costs related to certain headcount reductions in fiscal 2025, and incentive compensation of $7,854. In addition, the prior-year period included income of $17,012 related to matters discussed in Note 14 to the Consolidated Financial Statements. These increases were partially offset by decreases in stock-based compensation expense of $7,029, legal and professional fees of $8,521 (primarily related to third-party fees of $7,175 incurred in fiscal 2024 with the debt refinancing discussed in Note 12 to the Consolidated Financial Statements), dealer promotional costs of $6,517 and repurchase costs of $3,300 related to our standby repurchase obligations reserve due to reductions in both dealer inventory levels and repurchase activity compared to the prior fiscal year.

Net expense for Corporate interest and other income and expenses decreased $45,872 in fiscal 2025 compared to fiscal 2024. Net interest expense decreased by $36,198 due to lower average outstanding debt balances and lower interest rates coupled with the prior-year interest expense including debt extinguishment charges of $7,566 related to the November 2023 debt refinancing. In addition, the operating results of our equity method investments as discussed in Note 7 to the Consolidated Financial Statements improved by $9,331 in fiscal 2025 as compared to fiscal 2024, and there were favorable changes of $7,612 in certain other equity investments and warrants due to market value fluctuations. These favorable changes were partially offset by an unfavorable change of $2,377 in the fair value of the Company’s deferred compensation assets and an increase of $4,394 in non-cash foreign currency losses on certain Euro-denominated loans between the two periods.

41

SEGMENT REPORTING

North American Towable Recreational Vehicles

Analysis of Change in Net Sales for Fiscal 2025 vs. Fiscal 2024

Fiscal 2025

% of

Segment

Net Sales

Fiscal 2024

% of

Segment

Net Sales

Change

Amount

%

Change

NET SALES:

North American Towable

Travel Trailers

$

2,298,926 

60.7 

$

2,395,246 

65.1 

$

(96,320)

(4.0)

Fifth Wheels

1,485,740 

39.3 

1,284,425 

34.9 

201,315 

15.7 

Total North American Towable

$

3,784,666 

100.0 

$

3,679,671 

100.0 

$

104,995 

2.9 

Fiscal 2025

% of

Segment

Shipments

Fiscal 2024

% of

Segment

Shipments

Change

Amount

%

Change

# OF UNITS:

North American Towable

Travel Trailers

96,681 

80.7 

91,639 

81.2 

5,042 

5.5 

Fifth Wheels

23,109 

19.3 

21,191 

18.8 

1,918 

9.1 

Total North American Towable

119,790 

100.0 

112,830 

100.0 

6,960 

6.2 

IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:

%

Change

North American Towable

Travel Trailers

(9.5)

Fifth Wheels

6.6 

Total North American Towable

(3.3)

The increase in total North American Towable net sales of 2.9% compared to the prior fiscal year resulted from a 6.2% increase in unit shipments and a 3.3% decrease in the overall net price per unit due to the combined impact of changes in product mix and price. The increase in unit shipments was primarily due to the heightened demand for the lower-cost travel trailer units as compared to the prior year. According to statistics published by RVIA, for the twelve months ended July 31, 2025, combined travel trailer and fifth wheel wholesale unit shipments increased 6.3% compared to the same period last year. According to statistics published by Stat Surveys, for the twelve-month periods ended June 30, 2025 and 2024, our retail market share for travel trailers and fifth wheels combined was 38.4% and 40.3%, respectively.

The decrease in the overall net price per unit within the travel trailer product line of 9.5% during fiscal 2025 was primarily due to current product mix trending toward more moderately-priced units as compared to the prior year. The increase within the fifth wheel product line of 6.6% during fiscal 2025 was primarily due to product mix changes and lower sales discounting as compared to fiscal 2024.

North American Towable cost of products sold increased $35,405 to $3,287,690, or 86.9% of North American Towable net sales, for fiscal 2025 compared to $3,252,285, or 88.4% of North American Towable net sales, for fiscal 2024. Changes in material, labor, freight-out and warranty costs comprised $27,822 of the $35,405 increase in cost of products sold. Material, labor, freight-out and warranty costs as a combined percentage of North American Towable net sales were 78.8% for fiscal 2025 and 80.2% for fiscal 2024, with the reduction including a decrease in the material cost percentage, primarily due to lower sales discounting, and the warranty cost percentage also improved.

Total manufacturing overhead increased $7,583 in correlation with the increase in net sales and decreased slightly as a percentage of North American Towable net sales from 8.2% to 8.1%, as the increased net sales levels resulted in lower overhead costs per unit sold. Variable costs included in manufacturing overhead increased $7,746 in fiscal 2025 compared to fiscal 2024 as a result of the increase in North American Towable net sales.

42

The increase of $69,590 in North American Towable gross profit for fiscal 2025 compared to fiscal 2024 is driven by the increase in North American Towable net sales coupled with the increase in the gross profit percentage, which is due to the decrease in the cost of products sold percentage noted above.

The increase of $10,206 in North American Towable selling, general and administrative expenses for fiscal 2025 compared to fiscal 2024 was primarily due to the impact of the increase in North American Towable net sales and income before income taxes, which caused related commissions, incentive and other compensation to increase by $7,679. The slight increase in the overall selling, general and administrative expense as a percentage of North American Towable net sales is primarily due to an increase in the incentive compensation cost percentage due to the increase in income before income taxes.

The increase of $77,780 in North American Towable income before income taxes for fiscal 2025 compared to fiscal 2024 was primarily due to the increase in North American Towable net sales and the improvement in the cost of products sold percentage, as well as an increase of $14,797 in gains on the sales of property, plant and equipment primarily related to the strategic organizational restructuring of the Heartland towable operations in fiscal 2025. The primary reason for the increase in the income before income taxes percentage was the decrease in the cost of products sold percentage noted above.

43

North American Motorized Recreational Vehicles

Analysis of Change in Net Sales for Fiscal 2025 vs. Fiscal 2024

Fiscal 2025

% of

Segment

Net Sales

Fiscal 2024

% of

Segment

Net Sales

Change

Amount

%

Change

NET SALES:

North American Motorized

Class A

$

633,418 

29.1 

$

776,836 

31.8 

$

(143,418)

(18.5)

Class C

1,068,113 

49.1 

1,162,140 

47.5 

(94,027)

(8.1)

Class B

474,073 

21.8 

506,874 

20.7 

(32,801)

(6.5)

Total North American Motorized

$

2,175,604 

100.0 

$

2,445,850 

100.0 

$

(270,246)

(11.0)

Fiscal 2025

% of

Segment

Shipments

Fiscal 2024

% of

Segment

Shipments

Change

Amount

%

Change

# OF UNITS:

North American Motorized

Class A

3,301 

19.2 

3,838 

20.5 

(537)

(14.0)

Class C

9,890 

57.7 

10,560 

56.3 

(670)

(6.3)

Class B

3,962 

23.1 

4,363 

23.2 

(401)

(9.2)

Total North American Motorized

17,153 

100.0 

18,761 

100.0 

(1,608)

(8.6)

IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:

%

Change

North American Motorized

Class A

(4.5)

Class C

(1.8)

Class B

2.7 

Total North American Motorized

(2.4)

The decrease in total North American Motorized net sales of 11.0% compared to the prior fiscal year resulted from an 8.6% decrease in unit shipments and a 2.4% decrease in the overall net price per unit due to the combined impact of changes in product mix and price, which included elevated sales discounts compared to fiscal 2024. The decrease in unit shipments was primarily due to a softening in current dealer and consumer demand in comparison with the demand in the prior fiscal year. According to statistics published by RVIA, for the twelve months ended July 31, 2025, combined motorhome wholesale unit shipments decreased 11.6% compared to the same period last year. According to statistics published by Stat Surveys, for the twelve-month periods ended June 30, 2025 and 2024, our retail market share for motorhomes was 47.7% and 47.8%, respectively.

The decrease in the overall change in product mix and price per unit within the Class A product line of 4.5% was primarily due to product mix changes, primarily a higher concentration in fiscal 2025 of the more moderately-priced gas units as opposed to the higher-priced diesel units, in addition to higher discounting levels. The decrease in the overall net price per unit within the Class C product line of 1.8% was primarily due to higher discounting levels, and the Class B product line increase of 2.7% was primarily due to increases from product mix changes and selective net selling price increases being partially offset by higher discounting levels compared to fiscal 2024.

North American Motorized cost of products sold decreased $203,040 to $1,964,970, or 90.3% of North American Motorized net sales, for fiscal 2025 compared to $2,168,010, or 88.6% of North American Motorized net sales, for fiscal 2024. The changes in material, labor, freight-out and warranty costs comprised $188,009 of the $203,040 decrease due to the decreased sales volume. Material, labor, freight-out and warranty costs as a combined percentage of motorized net sales was 84.1% for fiscal 2025 compared to 82.4% for fiscal 2024, with the increase due to an increase in the material cost percentage, primarily due to higher sales discounting and product mix changes, partially offset by a decrease in the warranty cost percentage.

44

Total manufacturing overhead decreased $15,031 with the decrease in net sales but remained the same as a percentage of North American Motorized net sales at 6.2%. Variable costs in manufacturing overhead decreased $14,829 in fiscal 2025 compared to fiscal 2024 as a result of the decrease in North American Motorized net sales.

The decrease of $67,206 in North American Motorized gross profit for fiscal 2025 compared to fiscal 2024 was driven by the decrease in North American Motorized net sales coupled with the decrease in the gross profit percentage, which is due to the increase in the cost of products sold percentage noted above.

The decrease of $11,683 in North American Motorized selling, general and administrative expenses in fiscal 2025 compared to fiscal 2024 was primarily due to the decreases in North American Motorized net sales and income before income taxes, which caused related commissions, incentive and other compensation to decrease by $10,911. The increase in the overall selling, general and administrative expense as a percentage of North American Motorized net sales was primarily due to the decrease in North American Motorized net sales.

The decrease of $41,153 in North American Motorized income before income taxes for fiscal 2025 compared to fiscal 2024 was primarily due to the impact of the decrease in North American Motorized net sales, partially offset by $11,180 of insurance income recognized in fiscal 2025 as discussed in Note 19 to the Consolidated Financial Statements. The primary reason for the decrease in the income before income taxes percentage was the increase in the cost of products sold percentage noted above.

45

European Recreational Vehicles

Analysis of Change in Net Sales for Fiscal 2025 vs. Fiscal 2024

Fiscal 2025

% of

Segment

Net Sales

Fiscal 2024

% of

Segment

Net Sales

Change

Amount

%

Change

NET SALES:

European

Motorcaravan

$

1,657,916 

54.8 

$

1,747,291 

51.9 

$

(89,375)

(5.1)

Campervan

837,809 

27.7 

1,064,293 

31.6 

(226,484)

(21.3)

Caravan

177,749 

5.9 

235,928 

7.0 

(58,179)

(24.7)

Other

350,487 

11.6 

317,468 

9.5 

33,019 

10.4 

Total European

$

3,023,961 

100.0 

$

3,364,980 

100.0 

$

(341,019)

(10.1)

Fiscal 2025

% of

Segment

Shipments

Fiscal 2024

% of

Segment

Shipments

Change Amount

% Change

# OF UNITS:

European

Motorcaravan

21,787 

49.0 

23,300 

42.1 

(1,513)

(6.5)

Campervan

15,440 

34.7 

22,461 

40.6 

(7,021)

(31.3)

Caravan

7,218 

16.3 

9,556 

17.3 

(2,338)

(24.5)

Total European

44,445 

100.0 

55,317 

100.0 

(10,872)

(19.7)

IMPACT OF CHANGES IN FOREIGN CURRENCY, PRODUCT MIX AND PRICE ON NET SALES:

Foreign

Currency %

Mix and

Price %

%

Change

European

Motorcaravan

1.7 

(0.3)

1.4 

Campervan

1.7 

8.3 

10.0 

Caravan

1.7 

(1.9)

(0.2)

Total European

1.7 

7.9 

9.6 

The decrease in total European Recreational Vehicle net sales of 10.1% compared to the prior fiscal year resulted from a decrease of 19.7% in unit shipments and an increase of 9.6% in the overall net price per unit due to the total impact of changes in foreign currency, product mix and price. The decrease in European Recreational Vehicle net sales of $341,019 includes an increase of $54,492, or 1.7% of the net 10.1% decrease, due to the change in foreign exchange rates in fiscal 2025 compared to fiscal 2024. Sales on a constant-currency basis decreased by 11.8%.

The overall net price per unit increase of 9.6% includes an increase of 1.7% due to the impact of foreign currency exchange rate changes and a constant-currency increase of 7.9% due to the combined impact of product mix and selling price increases, primarily due to the much higher concentration of Motorcaravan sales in the current-year period due primarily to improved supply of chassis and other components in fiscal 2025 as compared to fiscal 2024 and the continued trend of consumer preference toward Motorcaravans.

The constant-currency decreases in the Motorcaravan product line of 0.3% and in the Caravan product line of 1.9% were both primarily due to the impact of increased sales discounting. The constant-currency increase in the overall net price per unit within the Campervan product line of 8.3% was primarily due to fiscal 2025 including a higher concentration of Campervan units with a purchased chassis that is included in the unit sales price as opposed to a customer-supplied chassis that is not included in the unit sales price.

46

European Recreational Vehicle cost of products sold decreased $220,127 to $2,563,642, or 84.8% of European Recreational Vehicle net sales, for fiscal 2025 compared to $2,783,769, or 82.7% of European Recreational Vehicle net sales, for fiscal 2024. Changes in material, labor, freight-out and warranty costs comprised $221,246 of the $220,127 decrease. Material, labor, freight-out and warranty costs as a combined percentage of European Recreational Vehicle net sales increased to 73.4% for fiscal 2025 compared to 72.5% for fiscal 2024 with the increase primarily due to an increase in the material cost percentage due to increased sales discounting.

Total manufacturing overhead increased a slight $1,119 but increased as a percentage of European Recreational Vehicle net sales from 10.2% to 11.4% primarily due to the net sales decrease resulting in higher overhead costs per unit sold.

The decrease of $120,892 in European Recreational Vehicle gross profit for fiscal 2025 compared to fiscal 2024 was primarily due to the decrease in European Recreational Vehicle net sales coupled with the decrease in gross profit percentage, which was primarily due to the increases in both the material and manufacturing overhead cost percentages noted above.

The $8,241 increase in European Recreational Vehicle selling, general and administrative expenses for fiscal 2025 compared to fiscal 2024 was primarily due to a total of $6,686 in employee separation costs and an increase in repurchase and dealer financing costs of $7,033. These increases were partially offset by the impact of the decrease in European Recreational Vehicle net sales and income before income taxes, which caused related commissions, incentive and other compensation to decrease by $5,066. The increase in the overall selling, general and administrative expense as a percentage of European Recreational Vehicle net sales was primarily due to the decrease in European Recreational Vehicle net sales.

The decrease of $129,743 in European Recreational Vehicle income before income taxes for fiscal 2025 compared to fiscal 2024 was primarily due to the impact of the 10.1% decrease in European Recreational Vehicle net sales. The primary reasons for the decrease in the income before income taxes percentage were the increases in both the cost of products sold and selling, general and administrative expense percentages noted above.

Liquidity and Capital Resources

As of July 31, 2025, we had $586,596 in cash and cash equivalents, of which $412,088 is held in the United States and the equivalent of $174,508, predominantly in Euros, is held in Europe, compared to $501,316 on July 31, 2024, of which $373,031 was held in the United States and the equivalent of $128,285, predominantly in Euros, was held in Europe. Cash and cash equivalents held internationally may be subject to foreign withholding taxes if repatriated to the United States. The components of the $85,280 increase in cash and cash equivalents are described in more detail below, but the increase was primarily attributable to cash provided by operations of $577,923 less cash used in financing activities of $426,306 and cash used in investing activities of $64,465.

Net working capital at July 31, 2025 was $1,193,279 compared to $1,083,005 at July 31, 2024. Capital expenditures of $122,987 for fiscal 2025 were made primarily for production building additions and improvements and replacing machinery and equipment used in the ordinary course of business.

We strive to maintain adequate cash balances to ensure we have sufficient resources to respond to opportunities and changing business conditions. In addition, the unused availability under our revolving asset-based credit facility is generally available to the Company for general operating purposes and approximated $840,000 at July 31, 2025. We believe our on-hand cash and cash equivalents and funds generated from operations, along with funds available under the revolving asset-based credit facility, will be sufficient to fund expected operational requirements for the foreseeable future.

Our priorities for the use of current and future available cash generated from operations remain consistent with our history, and include reducing our indebtedness, maintaining and, over time, growing our dividend payments and funding our growth, both organically and, opportunistically, through acquisitions. We may also consider strategic and opportunistic repurchases of shares of THOR stock under the share repurchase authorizations as discussed in Note 16 to the Consolidated Financial Statements, and special dividends based upon market and business conditions and excess cash availability, subject to potential customary limits and restrictions pursuant to our credit facilities, applicable legal limitations and determination by the Company's Board of Directors ("Board"). We believe our on-hand cash and cash equivalents and funds generated from operations will be sufficient to fund expected cash dividend payments and share repurchases for the foreseeable future.

Our current estimate of committed and internally approved capital spend for fiscal 2026 is $225,000, primarily for certain building projects as well as replacing and upgrading machinery, equipment and other assets throughout our facilities to be used in the ordinary course of business. We anticipate approximately two-thirds will be in North America and one-third in Europe, and that these expenditures will be funded by cash provided by our operating activities.

47

The Company’s Board currently intends to continue regular quarterly cash dividend payments in the future. As is customary under credit facilities, certain actions, including our ability to pay dividends, are subject to the satisfaction of certain conditions prior to payment. The conditions for the payment of dividends under the existing debt facilities include a minimum level of adjusted excess cash availability and a fixed charge coverage ratio test, both as defined in the credit agreements. The declaration of future dividends and the establishment of the per share amounts, record dates and payment dates for any such future dividends are subject to the determination of the Board, and will be dependent upon future earnings, cash flows and other factors, in addition to compliance with any then-existing financing facilities.

Operating Activities

Net cash provided by operating activities for fiscal 2025 was $577,923 as compared to net cash provided by operating activities of $545,548 for fiscal 2024.

For fiscal 2025, net income adjusted for non-cash items (primarily depreciation, amortization of intangibles, deferred income tax benefit and stock-based compensation) provided $512,046 of operating cash. The change in net working capital provided additional operating cash of $65,877 during fiscal 2025, primarily due to an increase in accounts payable from extending vendor payment terms on certain raw material purchases, partially offset by required income tax payments exceeding the income tax provisions for fiscal 2025.

For fiscal 2024, net income adjusted for non-cash items (primarily depreciation, amortization of intangibles, deferred income tax benefit and stock-based compensation) provided $564,153 of operating cash. The change in net working capital used operating cash of $18,605 during fiscal 2024, primarily due to a reduction in inventory levels being more than offset by a decrease in accounts payable associated with the decrease in inventory levels, required income tax payments exceeding the income tax provision for fiscal 2024 and a decrease in certain accrued liabilities as a result of the reduction in sales and production compared to fiscal 2023.

Investing Activities

Net cash used in investing activities for fiscal 2025 was $64,465, primarily due to capital expenditures of $122,987 being partially offset by proceeds from the dispositions of property, plant and equipment of $63,305.

Net cash used in investing activities for fiscal 2024 was $146,812, primarily due to capital expenditures of $139,635.

Financing Activities

Net cash used in financing activities for fiscal 2025 was $426,306, primarily for debt payments on the term-loan credit facilities of $205,000 and on other debt of 31,993 as well as regular quarterly dividend payments of $0.50 per share for each quarter of fiscal 2025 totaling $106,130, and $52,647 was used for treasury share repurchases.

Net cash used in financing activities for fiscal 2024 was $337,677, including borrowings of $113,502 on the asset-based credit facility for temporary working capital needs and subsequent payments of $111,555 on the asset-based credit facility. In addition, borrowings of $186,723 were made in connection with the debt refinancing discussed in Note 12 to the Consolidated Financial Statements, and payments totaling $340,619 were made on the term-loan credit facilities, of which $127,626 was paid in connection with the debt refinancing. Additionally, the Company made regular quarterly cash dividend payments of $0.48 per share for each quarter of fiscal 2024 totaling $102,137, and $68,387 was used for treasury share repurchases.

The Company increased its previous regular quarterly dividend of $0.48 per share to $0.50 per share in October 2024. The Company increased its previous regular quarterly dividend of $0.45 per share to $0.48 per share in October 2023.

48

Principal Contractual Obligations and Commercial Commitments

Our principal contractual obligations and commercial commitments at July 31, 2025 are summarized in the following charts. Unrecognized income tax benefits in the amount of $13,688 have been excluded from the table because we are unable to determine a reasonably reliable estimate of the timing of future payment. We have no other material off-balance sheet commitments.

Payments Due By Period

Contractual Obligations

Total

Fiscal 

2026

Fiscal 

2027-2028 

Fiscal 

2029-2030

After 5 Years

Debt principal payments (1)

$

933,812 

$

3,367 

$

11,331 

$

505,608 

$

413,506 

Finance leases (2)

$

2,062 

$

1,107 

$

955 

$

— 

$

— 

Operating leases (2)

$

57,348 

$

17,476 

$

20,181 

$

6,902 

$

12,789 

Purchase obligations (3)

$

201,391 

$

201,391 

$

— 

$

— 

$

— 

Total contractual cash obligations

$

1,194,613 

$

223,341 

$

32,467 

$

512,510 

$

426,295 

(1)See Note 12 to the Consolidated Financial Statements for additional information.

(2)See Note 15 to the Consolidated Financial Statements for additional information.

(3)Represent commitments to purchase specified quantities of raw materials at market prices. The dollar values above have been estimated based on July 31, 2025 market prices.

Total Amounts Committed

Amount of Commitment Expiration Per Period

Other Commercial Commitments

Less Than

One Year (1)

1-3 Years

4-5 Years

Over 5 Years

Standby repurchase obligations (1)

$

3,484,235 

$

2,130,127 

$

1,354,108 

$

— 

$

— 

(1)The standby repurchase totals above do not consider any curtailments that lower the eventual repurchase obligation totals, and these obligations generally extend up to eighteen months from the date of sale of the related product to the dealer. In estimating the expiration of the standby repurchase obligations, we used inventory reports as of July 31, 2025 from our independent dealers’ primary lending institutions and made an assumption for obligations for inventory aged 0-12 months that it was financed evenly over the twelve-month period.

Application of Critical Accounting Estimates

See Note 1 to the Consolidated Financial Statements for further information on the Company’s significant accounting policies.

The Consolidated Financial Statements are prepared in conformity with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. We believe that of our accounting estimates, the following may involve a higher degree of judgment and complexity:

49

Goodwill, Intangible and Long-Lived Assets

Goodwill results from the excess of purchase price over the net assets of an acquired business. The Company’s reporting units are generally the same as its operating segments, which are identified in Note 2 to the Consolidated Financial Statements. Goodwill is not amortized but is tested for impairment annually as of May 31 of each fiscal year and whenever events or changes in circumstances indicate that an impairment may have occurred. The total carrying value of goodwill as of July 31, 2025 is $1,841,118. See Note 6 to the Consolidated Financial Statements for a summary of changes in carrying value by fiscal year and reportable segment. If the carrying amount of a reporting unit exceeds its fair value, an impairment charge equal to that excess is recognized, not to exceed the amount of goodwill allocated to the reporting unit. As part of the annual impairment testing, the Company may utilize a qualitative approach rather than a quantitative approach to determine if an impairment exists, considering various factors including industry changes, actual results as compared to forecasted results, or the timing of a recent acquisition, if applicable.

For the Company’s May 31, 2025 annual impairment test, certain reporting units showed fair value exceeding carrying value by less than 25%. The aggregate value of goodwill in these reporting units is approximately 75% of the Company’s consolidated goodwill balance. Fair values are determined using discounted cash flow models, and these estimates are subject to significant management judgment, including the determination of many factors and inputs such as, but not limited to, sales growth rates, gross margin patterns, cost growth rates, terminal value assumptions and discount rates developed using market observable inputs and consideration of risk regarding future performance. Market multiples derived from selected guideline public companies are also utilized to evaluate the discounted cash flow models. Changes in any of these estimates can have a significant impact on the determination of fair value. Additionally, market data and factors outside the Company’s control, such as interest rates, dealer and end consumer demand, consumer preferences or unexpected competition could have a significant impact on estimated fair values. Changes in any of these estimates or other factors could potentially result in future material impairments in one or more of the Company’s reporting units.

The Company’s intangible assets are dealer networks, trademarks and design technology and other intangible assets acquired in business acquisitions. Dealer networks are valued on a Discounted Cash Flow method and are amortized on an accelerated basis over 12 to 20 years, with amortization beginning after any applicable backlog amortization is completed. Trademarks and design technology assets are both valued on a Relief of Royalty method and are both amortized on a straight-line basis, using lives of 15 to 25 years for trademarks and 10 to 15 years for design technology assets, respectively. Amortizable intangible assets, net as of July 31, 2025 totaled $758,758. See Note 6 to the Consolidated Financial Statements for a summary of the components of that balance.

We review our tangible and intangible long-lived assets (individually or in a related group, as appropriate) for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable from future cash flows attributable to the assets. We continually assess whether events or changes in circumstances represent a ‘triggering’ event that would require us to complete an impairment assessment. Factors that we consider in determining whether a triggering event has occurred include, among other things, whether there has been a significant adverse change in legal factors, business climate or competition related to the operation of the asset, whether there has been a significant decrease in actual or expected operating results related to the asset and whether there are current plans to sell or dispose of the asset. The determination of whether a triggering event has occurred is subject to significant management judgment, including at which point or fiscal quarter a triggering event has occurred when the relevant adverse factors persist over extended periods.

The Company completed its annual goodwill impairment test as of May 31, 2025, and no impairment was identified. See Note 6 to the Consolidated Financial Statements for further information regarding goodwill and intangible assets.

50

Product Warranty

We generally provide retail customers of our products with either a one-year or two-year warranty covering defects in material or workmanship, with longer warranties on certain structural components or other items. We record a liability, which totaled $291,130 at July 31, 2025, based on our best estimate of the amounts necessary to settle unpaid existing claims and estimated future claims on products sold as of the balance sheet date. Factors we use in estimating the warranty liability include a history of retail sold units, existing THOR units in dealer inventory, historical average costs per unit incurred and a profile of the distribution of warranty expenditures over the warranty period. A significant increase in service shop rates, the cost of parts or the frequency of claims could have a material adverse impact on our operating results for the period or periods in which such additional claims or costs materialize. Management believes that the warranty liability is appropriate; however, actual claims incurred could differ from estimates, requiring adjustments to the reserves.

Accounting Pronouncements

Reference is made to Note 1 to the Consolidated Financial Statements in this report for a summary of recently adopted accounting pronouncements, which summary is hereby incorporated by reference.

51
