10q10k10q10k.net

What changed in Camping World Holdings, Inc.'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of Camping World Holdings, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+485 added−524 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-28)

Top changes in Camping World Holdings, Inc.'s 2025 10-K

485 paragraphs added · 524 removed · 380 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

50 edited+12 added−21 removed28 unchanged
Biggest changeSee 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. 8 Table of Contents The following table presents revenue and gross profit details for our product and service offerings for the year ended December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2024 ​ ​ ​ ​ Percent of ​ ​ ​ ​ Percent of ​ ​ ($ in thousands) Revenue (1) Revenue ​ ​ Gross Profit (2) ​ Gross Profit ​ Gross Margin Good Sam Services and Plans ​ $ 194,575 ​ 3.2% ​ $ 123,849 ​ 6.8% ​ 63.7% New vehicles ​ ​ 2,825,640 ​ 46.3% ​ ​ 407,471 ​ 22.3% ​ 14.4% Used vehicles ​ ​ 1,613,849 ​ 26.5% ​ ​ 296,697 ​ 16.3% ​ 18.4% Products, service and other ​ ​ 820,111 ​ 13.4% ​ ​ 356,471 ​ 19.5% ​ 43.5% Finance and insurance, net ​ ​ 599,718 ​ 9.8% ​ ​ 599,718 ​ 32.9% ​ 100.0% Good Sam Club ​ ​ 46,081 ​ 0.8% ​ ​ 41,290 ​ 2.3% ​ 89.6% Total ​ $ 6,099,974 ​ 100.0% ​ $ 1,825,496 ​ 100.0% ​ 29.9% (1) Components of revenue are presented after intersegment eliminations.
Biggest changeThe following table presents revenue and gross profit details for our product and service offerings for the year ended December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2025 ​ ​ ​ ​ Percent of ​ ​ ​ ​ Percent of ​ ​ ($ in thousands) ​ ​ Revenue (1) ​ ​ ​ Revenue ​ ​ Gross Profit (2) ​ Gross Profit ​ Gross Margin Good Sam Services and Plans ​ $ 199,751 ​ 3.1% ​ $ 115,550 ​ 6.2% ​ 57.8% New vehicles ​ ​ 2,761,149 ​ 43.4% ​ ​ 364,908 ​ 19.4% ​ 13.2% Used vehicles ​ ​ 1,970,224 ​ 30.9% ​ ​ 364,992 ​ 19.4% ​ 18.5% Products, service and other ​ ​ 756,984 ​ 11.9% ​ ​ 355,386 ​ 18.9% ​ 46.9% Finance and insurance, net ​ ​ 639,544 ​ 10.0% ​ ​ 639,544 ​ 34.1% ​ 100.0% Good Sam Club ​ ​ 41,497 ​ 0.7% ​ ​ 36,772 ​ 2.0% ​ 88.6% Total ​ $ 6,369,149 ​ 100.0% ​ $ 1,877,152 ​ 100.0% ​ 29.5% ​ (1) Components of revenue are presented after intersegment eliminations.
While it is our policy to not make decisions regarding hiring, promotion or compensation on the basis of any legally protected characteristics, including race or gender, we seek to promote inclusion of individuals, regardless of background, through legally compliant manners.
While it is our policy not to make decisions regarding hiring, promotion or compensation on the basis of any legally protected characteristics, including race or gender, we seek to promote inclusion of individuals, regardless of background, through legally compliant manners.
Our dealerships and service centers are staffed with knowledgeable local team members offering expert advice and a wide assortment of products and services to approximately 4.5 million Active Customers. We currently operate call centers in Denver, CO, Bowling Green, KY, Greenville, NC, and Island Lake, IL.
Our dealerships and service centers are staffed with knowledgeable local team members offering expert advice and a wide assortment of products and services to approximately 4.2 million Active Customers. We currently operate call centers in Denver, CO, Bowling Green, KY, Greenville, NC, and Island Lake, IL.
We also own the copyrights to certain articles in our publications and numerous domain names, including www.goodsamclub.com, www.campingworld.com, www.rv.com, www.rvs.com, www.rvrentals.com, www.rvprocare.com, and www.wildsam.com, among others. We believe that our trademarks and other intellectual property have significant value and are important to our marketing efforts.
We also own the copyrights to certain articles in our publications and numerous domain names, including www.goodsamclub.com, www.campingworld.com, www.rv.com, www.rvs.com, www.rvrentals.com, direct.campingworld.com, and www.wildsam.com, among others. We believe that our trademarks and other intellectual property have significant value and are important to our marketing efforts.
The terms of these dealer agreements typically require us to, among other things, meet all the requirements and conditions of the manufacturer’s applicable programs, maintain certain minimum inventory requirements and meet certain retail sales objectives, perform services and repairs for all owners of the manufacturer’s RVs (regardless from whom the RV was purchased) that are still under warranty, stock certain of the manufacturer’s parts and accessories needed to service and repair the manufacturer’s RVs, actively advertise and promote the manufacturer’s RVs, and indemnify the manufacturer under certain circumstances.
The terms of these dealer agreements typically require us to, among other things, meet all the requirements and conditions of the manufacturer’s 12 Table of Contents applicable programs, maintain certain minimum inventory requirements and meet certain retail sales objectives, perform services and repairs for all owners of the manufacturer’s RVs (regardless from whom the RV was purchased) that are still under warranty, stock certain of the manufacturer’s parts and accessories needed to service and repair the manufacturer’s RVs, actively advertise and promote the manufacturer’s RVs, and indemnify the manufacturer under certain circumstances.
(2) Gross profit is presented exclusive of depreciation and amortization, which is presented separately in operating expenses. ​ Good Sam Services and Plans Our Good Sam Services and Plans segment consists of programs, plans and services that are geared towards protecting, insuring and promoting the RV & travel lifestyles, and include services such as extended vehicle service contracts, vehicle roadside assistance, property and casualty insurance, travel protection, travel planning and directories, and publications.
(2) Gross profit is presented exclusive of depreciation and amortization, which is presented separately in operating expenses. 8 Table of Contents ​ Good Sam Services and Plans Our Good Sam Services and Plans segment consists of programs, plans and services that are geared towards protecting, insuring and promoting the RV & travel lifestyles, and include services such as extended vehicle service contracts, vehicle roadside assistance, property and casualty insurance, travel protection, travel planning and directories, and publications.
Membership benefits include, among other benefits, a loyalty program where points can be redeemed for Camping World products and RV service, a variety of discounts at Camping World and Good Sam, in addition to partner campgrounds, fuel stations, and more, all of which we believe enhance the RV experience, drive customer engagement and loyalty, and provide cross-selling opportunities for our other products and services.
Membership benefits include, among other benefits, a loyalty program 9 Table of Contents where points can be redeemed for Camping World products and RV service, a variety of discounts at Camping World and Good Sam, in addition to partner campgrounds, fuel stations, and more, all of which we believe enhance the RV experience, drive customer engagement and loyalty, and provide cross-selling opportunities for our other products and services.
We compete directly or indirectly with the following types of companies: ● other RV dealers selling new and used RVs; ● major national insurance and warranty companies, providers of roadside assistance and providers of extended vehicle service contracts; ● multi-channel retailers and mass merchandisers, warehouse clubs, discount stores, department stores and other retailers, such as Wal-Mart, Target and Amazon; ● online retailers; and ● independent, local specialty stores.
We compete directly or indirectly with the following types of companies: ● other RV dealers selling new and used RVs; ● major national insurance and warranty companies, providers of roadside assistance and providers of extended vehicle service contracts; 14 Table of Contents ● multi-channel retailers and mass merchandisers, warehouse clubs, discount stores, department stores and other retailers, such as Wal-Mart, Target and Amazon; ● online retailers; and ● independent, local specialty stores.
Additional competitors may enter the businesses in which we currently operate. Moreover, some of our mass merchandising competitors do not currently compete in many of the product categories we offer but may choose to offer a broader array of competing products in the future. 14 Table of Contents Seasonality Historically, our business has been seasonal.
Additional competitors may enter the businesses in which we currently operate. Moreover, some of our mass merchandising competitors do not currently compete in many of the product categories we offer but may choose to offer a broader array of competing products in the future. Seasonality Historically, our business has been seasonal.
We believe our ability to both sell and install parts and accessories affords us a competitive advantage over online and big box retailers that do not have service centers designed to accommodate RVs, and over RV dealerships that do not offer a comprehensive selection of parts and accessories.
We believe our ability to both sell and install parts and accessories affords us a competitive advantage over online and big box retailers that do not have service centers designed to accommodate RVs, and over RV dealerships that do not offer a comprehensive selection of parts and accessories. • Collision repair and restoration.
Additionally, a free basic tier of the Good Sam Club was introduced in 2024, which does not include most of the paid membership benefits, but allows these members to earn points at a lower rate compared to the paid membership. • Co-branded credit cards.
The free basic tier of the Good Sam Club was introduced in 2024 and does not include most of the paid membership benefits, but allows these members to earn points at a lower rate compared to the paid membership. • Co-branded credit cards.
We believe this highly specialized product offering has significant potential to penetrate broader parts of the recreational market, including other powersports such as boating or ATVs, to further empower our customers’ joy of travel, recreation and the outdoors.
We believe this highly specialized product offering has significant potential to penetrate broader parts of the recreational market, including boating or other powersports, to further empower our customers’ joy of travel, recreation and the outdoors.
These shows provide a strategic opportunity to expose first-time buyers and existing RV and outdoor sports enthusiasts to our products and services. Trademarks and Other Intellectual Property We own a variety of registered trademarks and service marks related to our brands and our services, protection plans, products and resources, including Good Sam, Camping World, and Overton’s.
These shows and Costco auto program provide a strategic opportunity to expose first-time buyers and existing RV and outdoor enthusiasts to our products and services. Trademarks and Other Intellectual Property We own a variety of registered trademarks and service marks related to our brands and our services, protection plans, products and resources, including Good Sam, Camping World, and Overton’s.
Within our RV and Outdoor Retail business, we also operate the Good Sam Club, which we believe is the largest membership-based RV organization in the world, with approximately 1.8 million members as of December 31, 2024, excluding the free basic tier members.
Within our RV and Outdoor Retail business, we also operate the Good Sam Club, which we believe is the largest membership-based RV organization in the world, with approximately 1.6 million paid members as of December 31, 2025, excluding the free basic tier members.
Financial Protection Programs Offer financial security against unexpected events, encompassing Extended Service Plans for RV maintenance, Good Sam Insurance Agency for tailored insurance solutions, GAP Insurance, Windshield Protection, and Product Protection Plans for various assets.
Financial Protection Programs Offer financial security against unexpected events, encompassing Extended Service Plans for RV maintenance, Good Sam Insurance Agency for tailored insurance solutions, Guaranteed Asset Protection (“GAP”) Insurance, Windshield Protection, and Product Protection Plans for various assets.
The table below contains a breakdown of our new RV unit sales and average selling price by RV class for 2024. Sales of new vehicles represented 46.3%, 41.4% and 46.3% of total revenue for 2024, 2023 and 2022, respectively. Sales of used vehicles represented 26.5%, 31.8% and 26.9% of total revenue for 2024, 2023, and 2022, respectively. • Vehicle financing.
The table below contains a breakdown of our new RV unit sales and average selling price by RV class for 2025. Sales of new vehicles represented 43.4%, 46.3% and 41.4% of total revenue for 2025, 2024 and 2023, respectively. Sales of used vehicles represented 30.9%, 26.5% and 31.8% of total revenue for 2025, 2024, and 2023, respectively.
We believe that the principal competitive factors in the RV industry are breadth and depth of products and services, quality, pricing, availability, convenience, and customer service. Our competitors vary in size and breadth of their product offerings.
Competition We face competition in all areas of our business. We believe that the principal competitive factors in the RV industry are breadth and depth of products and services, quality, pricing, availability, convenience, and customer service. Our competitors vary in size and breadth of their product offerings.
Tire & Maintenance Programs Focus on preventative maintenance and tire care, featuring Paint & Fab to maintain the visual aesthetic and Tire & Wheel Protection to safeguard against tire-related mishaps and tire sales for replacement needs. ​ 9 Table of Contents ​ ​ Campgrounds & Destinations Dedicated to enhancing the RV and outdoor experience by providing access to an extensive network of campgrounds and unique destinations.
Tire & Maintenance Programs Focus on preventative maintenance and tire care, featuring roof vehicle service contracts, Paint & Fab to maintain the visual aesthetic, and Tire & Wheel Protection to safeguard against tire-related mishaps and tire sales for replacement needs. ​ ​ ​ Campgrounds & Destinations Dedicated to enhancing the RV and outdoor experience by providing access to an extensive network of campgrounds and unique destinations.
Our unique and comprehensive assortment of RV products and services, our national network of RV dealerships and service centers, our network of customer service and contact centers, and our online and e-commerce platforms all work together to service our customers and make RVing fun and easy.
Our unique and comprehensive assortment of RV products and services, our national network of RV dealerships and service centers, our network of customer service and contact centers, and our online and e-commerce platforms all work together to service our customers and make it easy for everyone to enjoy RVing.
The retail installment sales contracts are then assigned on a non-recourse basis, with the third-party lender assuming underwriting and credit risk. In 2024, we facilitated financing transactions for approximately 80.9% of our total new units sold and 71.7% of our total used units sold for which we earn a commission from the third-party lender. • Protection Plans.
The retail installment sales contracts are then assigned on a non-recourse basis, with the third-party lender assuming underwriting and credit risk. In 2025, we facilitated financing transactions for approximately 80.0% of our total new units sold and 73.5% of our total used units sold for which we earn a commission from the third-party lender. • Protection Plans.
Community Engagement Since 2013, we have operated the Project Good Samaritan initiative, which encourages our associates to perform eight hours of volunteer work per quarter for a cause that is meaningful to that associate, such as local soup kitchens, food pantries, home building, meal distribution, recycling programs, homeless shelters, veteran programs, and nursing homes.
Community Engagement Since 2013, we have operated the Project Good Samaritan initiative, which encourages our associates to perform eight hours of volunteer work per quarter for a cause that is meaningful to them. This can include local soup kitchens, food pantries, home building, meal distribution, recycling programs, homeless shelters, and veteran programs.
When a new customer engages with us across any of our business areas, the new customer enters our database and we leverage customized customer relationship management (“CRM”) 7 Table of Contents platforms and proprietary tools, such as the RV Valuator, to actively and intelligently engage, service and promote our wide range of products and services for the RV lifestyle.
When a new customer engages with us, we leverage customized customer 7 Table of Contents relationship management (“CRM”) platforms and proprietary tools, such as the RV Valuator, to actively and intelligently engage, service and promote our wide range of products and services for the RV lifestyle. Good Sam Mission.
As of December 31, 2024, there were approximately 1.8 million members in our Good Sam Club, excluding the free basic tier members.
As of December 31, 2025, there were approximately 1.6 million paid members in our Good Sam Club, excluding the free basic tier members.
Used vehicles may also be financed from time to time through our Floor Plan Facility.
Used vehicles may also be financed through our Floor Plan Facility.
As of December 31, 2024, Thor Industries and Forest River accounted for approximately 61.4% and 30.2%, respectively, of our new RV inventory. In certain instances, our manufacturing partners produce private label products exclusively available at our RV dealerships and through our e-commerce platforms.
As of December 31, 2025, Thor Industries and Forest River accounted for approximately 58.4% and 34.4%, respectively, of our new RV inventory. In certain instances, our manufacturing partners produce exclusive brand products exclusively available at our RV dealerships and through our e-commerce platforms.
A map depicting our national network of 206 RV dealerships and service centers as of December 31, 2024 is provided below: ​ 10 Table of Contents RV and Outdoor Retail segment offerings include: ● New and Used Vehicles . A wide selection of new and used RVs across a range of price points, classes and floor plans.
A map depicting our national network of 196 RV dealerships and service centers as of December 31, 2025 is provided below: * Source: Statistical Surveys Inc. RV and Outdoor Retail segment offerings include: • New and Used Vehicles . We offer a wide selection of new and used RVs across a range of price points, classes and floor plans.
The Good Sam Club is a prepaid subscription membership organization that offers a points-based loyalty program, where points can be earned from purchases of our products and services and redeemed for savings on future purchases of our products and services.
The Good Sam Club is a prepaid subscription membership organization that offers a points-based loyalty program, where points can be earned from purchases of our products and services and redeemed for savings on future purchases of our products and services. In addition to the standard paid membership, we offer an elite paid membership with enhanced rewards.
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 connect with our customers as stewards of an outdoor and recreational lifestyle. On December 31, 2024, we operated a total of 206 store locations, with all locations selling and/or servicing RVs.
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 locations selling and/or servicing RVs.
Human Capital Resources Our Talent As of December 31, 2024, we had 12,701 full-time and 359 part-time or seasonal employees. None of our employees are represented by a labor union or are party to a collective bargaining agreement, and we have had no labor-related work stoppages. We believe that our employee relations are generally good.
Human Capital Resources Our Talent As of December 31, 2025, we had 11,144 full-time and 283 part-time or seasonal employees. None of our employees are represented by a labor union or are party to a collective bargaining agreement, and we have had no labor-related work stoppages.
On average over the last three years ended December 31, 2024, we generated 30.5% and 27.5% of our annual revenue in the second and third quarters, respectively, and 23.4% and 18.6% in the first and fourth quarters, respectively.
On average over the last three years ended December 31, 2025, we generated 30.4% and 28.1% of our annual revenue in the second and third quarters, respectively, and 22.8% and 18.7% in the first and fourth quarters, respectively.
As part of our marketing efforts, we maintain a proprietary database of individuals and customer purchasing data that we utilize for direct mail, email, text messaging and telemarketing campaigns. As of December 31, 2024, this database contained over 34 million unique contacts.
As part of our marketing efforts, we maintain a proprietary database of individuals and customer purchasing data that we utilize for omnichannel campaigns. As of December 31, 2025, this database contained over 38.9 million unique contacts.
Curiosity, connection, and joy are what we strive to instill in our customers’ travel experience. ​ Background and Recent Developments Founded in 1966, our Good Sam and Camping World brands have been serving RV owners and outdoor enthusiasts for more than 50 years.
Our customers experience curiosity, connection, and joy every day on the road. ​ Background and Recent Developments Founded in 1966, our Good Sam and Camping World brands have been serving RV owners and outdoor enthusiasts for more than 50 years.
The information we post through these social media channels may be deemed material. Accordingly, investors should subscribe to these accounts, in addition to following our press releases, SEC filings and public conference calls and webcasts. These social media channels may be updated from time to time.
Accordingly, investors should subscribe 15 Table of Contents to these accounts, in addition to following our press releases, SEC filings and public conference calls and webcasts. Social media channels may be updated from time to time. The information we post through these channels is not a part of this Annual Report on Form 10-K. ​
We aim to accomplish this through the following four pillars: ​ ​ ​ ​ Our Travel Point of View Our Products and Services Our Customer Experience Our Emotional Benefit We believe that road trips and outdoor adventures don’t need to feel complex.
Our Good Sam mission is to clear the path ahead and empower our customers’ joy of travel. We aim to accomplish this through the following four pillars: ​ ​ ​ ​ Our Travel Point of View Our Products and Services Our Customer Experience Our Emotional Benefit Road trips and outdoor adventures do not need to feel complex.
We facilitate an RV rental platform that connects travelers with RV owners, allowing for a flexible and personal RV experience. Vehicle Sourcing and Dealer Agreements We acquire new RVs for retail sale directly from the original equipment manufacturer.
As of December 31, 2025, we had approximately 152,000 issued and open Good Sam branded credit card accounts. • RV Rentals. We facilitate an RV rental platform that connects travelers with RV owners, allowing for a flexible and personal RV experience. Vehicle Sourcing and Dealer Agreements We acquire new RVs for retail sale directly from the original equipment manufacturer.
Inclusion and Belonging We believe that our Company and our brand should be welcoming to the wide array of outdoor enthusiasts and our culture should promote respect and dignity of all humans.
Collectively, these efforts reflect a commitment to developing talent, strengthening leadership, and driving performance across the organization. Inclusion and Belonging We believe that our Company and our brand should be welcoming to the wide array of outdoor enthusiasts and our culture should promote respect and dignity of all humans.
Many of our offerings, including our Good Sam services and plans, our private label RVs, our digital retail experience through RVs.com, our RV manufacturer exclusive dealership locations, and our private label accessories, are unique to us and have been developed in collaboration with leading industry suppliers and RV enthusiasts.
Many of our offerings, including our Good Sam services and plans, our exclusive brand RVs, and our digital retail experience through direct.campingworld.com are unique to us and have been developed in collaboration with leading industry suppliers and RV enthusiasts. We believe our size and scale allow us to deliver exceptional value to our customers.
We also believe our used RV offering and reconditioning program are best in class and provide us with a unique strategic advantage in the market.
We believe our product and service offerings represent the best and most comprehensive assortment of services, protection plans, products and resources in the RV industry. We also believe our used RV offering and reconditioning program are best in class and provide us with a unique strategic advantage in the market.
In addition, we enter into sporting event sponsorships, such as professional bull riders with the PBR Camping World Team Series, where we believe there to be a significant demographic overlap with RV and outdoor enthusiasts. Our Ultimate RV Show has evolved to be a multi-channel experience that is both online and in store locations.
In addition, we enter into sporting event sponsorships from time to time where we believe there to be a significant demographic overlap with RV and outdoor enthusiasts. Our Ultimate RV Show has evolved to be a multi-channel experience that is both online and in store locations and we have become Costco’s exclusive RV partner for its auto program.
ITEM 1. BUSINESS Overview Camping World Holdings, Inc. (together with its subsidiaries) is the world’s largest retailer of RVs and related products and services. Through our Camping World and Good Sam brands, our vision is to build a business that makes RVing and other outdoor activities fun and easy.
ITEM 1. BUSINESS 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.
With over 2,800 RV service bays across our national footprint, we are equipped to offer comprehensive repair and maintenance services for most RV components. We also offer our Good Sam RV ProCare mobile RV service. • RV parts, accessories and installation services.
With approximately 2,800 RV service bays across our national footprint, we are equipped to offer comprehensive repair and maintenance services for most RV components. In 11 Table of Contents 2025, we temporarily suspended our Good Sam RV ProCare mobile RV service as we make changes to optimize profitability and improve the customer experience. • RV parts, accessories and installation services.
We strive to build long-term value for our customers, employees, and stockholders by combining a unique and comprehensive assortment of RV products and services with a national network of RV dealerships, service centers and customer support centers along with the industry’s most extensive online presence and a highly-trained and knowledgeable team of associates serving our customers, the RV lifestyle, and the communities in which we operate.
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 have created and implemented processes to identify, reduce or eliminate physical hazards from the work environment, improve safety communication and train employees on safe work practices. Competition We face competition in all areas of our business.
Health and Safety We maintain a safety program to provide a safe and healthful workplace for our employees. We strive to comply with all health and safety standards that pertain to our operations. We have created and implemented processes to identify, reduce or eliminate physical hazards from the work environment, improve safety communication and train employees on safe work practices.
We primarily acquire used RVs through customer trade-ins, as well as private party purchases and consignments, and we generally recondition used RVs acquired for retail sale in our parts and service departments. Historically, used RVs that we have not sold at our RV-centric store locations generally have been 12 Table of Contents sold through other channels at wholesale prices.
We generally recondition used RVs acquired for retail sale in our parts and service departments. Historically, used RVs that we have not sold at our RV-centric store locations generally have been sold through other channels at wholesale prices. We finance the purchase of substantially all of our new RV inventory from manufacturers through our Floor Plan Facility.
We contract with Visa and Comenity Capital Bank to offer a Good Sam Rewards Visa® branded credit card, as well as a Good Sam private label credit card.
We contract with Bread Financial and Visa to offer four distinct card products: Good Sam Travel Visa® Credit Card, Good Sam Rewards Visa® Credit Card, Coast to Coast Visa® Credit Card, and Good Sam Rewards Credit Card (private label).
We believe travel experiences should feel effortless and accessible, aided by our services and plans that simplify the journey for our customers. We design products and services that think ahead to support every part of the journey.
We make these experiences feel effortless. We design products and services that think ahead to support every part of the journey. We inspire confidence by being clear about our offerings. We build trust with consistent service.
Business Strategy Key elements of our business strategy are: Offer a Unique and Comprehensive Assortment of RV Products and Services. We believe our product and service offerings represent the best and most comprehensive assortment of services, protection plans, products and resources in the RV industry.
To be the most trusted RV company in the world by enriching and preserving our customer’s time. ​ Key elements of our business strategy are: Offer a Unique and Comprehensive Assortment of RV Products and Services.
The information contained in, or accessible through, our website does not constitute a part of this Form 10-K. We intend to use our official Facebook, X (formerly known as Twitter), and Instagram accounts, each at the handle @CampingWorld, as a distribution channel of material information about the Company and for complying with our disclosure obligations under Regulation FD.
We may use our official LinkedIn account at the handle @CampingWorld and the LinkedIn account of our Chief Executive Officer at the handle @MatthewWagner, as distribution channels of material information about the Company and for complying with our disclosure obligations under Regulation FD. The information we post through this social media channel may be deemed material.
The information we post through these channels is not a part of this Annual Report on Form 10-K. ​
The information contained in, or accessible through, our website does not constitute a part of this Form 10-K.
From 2011 to date, we have continued to expand our footprint of RV dealerships through new store openings, including greenfield locations and acquisitions. On January 17, 2024, we announced that we were reviewing potential strategic alternatives for our Good Sam business.
From 2011 to date, we have continued to expand our footprint of RV dealerships through new store openings, including greenfield locations and acquisitions. As the RV market contracted from COVID pandemic highs, we consolidated our dealership footprint in certain markets over the course of the past 18 months in order to better align our fixed cost structure to market demand.
Removed
We believe our size and scale allow us to deliver exceptional value to our customers. Operate a National Network of RV Dealerships and Service Centers. As of December 31, 2024, we operated a national network of 206 RV dealerships and/or service centers.
Added
Business Strategy ​ ​ ​ Purpose Mission Vision To bond people with travel and the outdoors through RVing. We make it easy for everyone to enjoy RVing.
Removed
All team members at our call centers have been cross trained, and the call centers have redundant services and systems in place in the event of a power or connectivity disruption at one of our call center locations.
Added
Operate a National Network of RV Dealerships and Service Centers. As of December 31, 2025, we operated a national network of 196 RV dealerships and/or service centers including one location in Elkhart, IN that offers discounted pricing on new RVs based on a factory direct model.
Removed
Our goal is that every call to one of our call centers or to a store will be answered promptly by a live person. Our call center specialists are extensively trained to assist customers with complex orders and provide a level of service that leads to an exceptional customer experience and long-term customer relationships.
Added
Our call center teams are extensively trained to assist customers with various products and services, including roadside assistance, protection product sales, and RV technician hotline questions, with every team focused on providing an exceptional level of service to our customers. Leverage Our Resources and Synergies.
Removed
In 2024, our call centers handled approximately 2.4 million calls and responded to approximately 400,000 emails and social media communications. Leverage Our Resources and Synergies.
Added
As a result, our dealership count has declined while earnings and market share have improved. We believe this focus on optimizing our same store base has positioned the Company well to take advantage of the next industry cycle. Segments and Offerings We operate two reportable segments: (i) Good Sam Services and Plans and (ii) RV and Outdoor Retail.
Removed
Good Sam Mission. Our Good Sam mission is to clear the path ahead and empower our customer’s joy of travel.
Added
See 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.
Removed
Our products and services are built to ensure that our customers have everything they need for a seamless travel experience, enabling our mission to empower joy in travel. We inspire confidence by being clear about our offerings. We aim to build trust through transparency and consistency, to ensure our customers feel confident and cared for at every step.
Added
New vehicles sold represented 53.9%, 58.0% and 50.8% of total vehicles sold for 2025, 2024 and 2023, respectively. Used vehicles sold represented 46.1%, 42.0% and 49.2% of total vehicles for 2025, 2024, and 2023, respectively. 10 Table of Contents (1) Source: RV Industry Associations’ survey of manufacturers. (2) Source: Statistical Surveys, Inc. • Vehicle financing.
Removed
In conducting that review, we came to the conclusion that the greatest value to the Company can be achieved through retaining the Good Sam business. We have deepened our appreciation for the non-cyclical nature of the business and also recognize the large growth potential of the business over multiple vectors in the outdoor and recreational space.
Added
Depending on the card type, cardholders receive enhanced rewards points, referred to as Good Sam Rewards, for money spent in-store and online at our family of brands as well as at campgrounds, grocery stores, gas stations, EV charging stations, and anywhere else Visa® is accepted.
Removed
Going forward, we expect that Good Sam will continue to capitalize on the mutually beneficial relationship with the Camping World brand and store footprint but will be empowered to operate independently to drive growth.
Added
We primarily acquire used RVs through customer trade-ins and private party purchases or consignments. Our private party purchases and consignments are acquired through our dealership locations and our call center team in Mesa, AZ, and supported by proprietary tools such as our RV Valuator pricing tool and our virtual self-inspection process.
Removed
In May 2024, we closed on the sale of certain assets of the RV and Outdoor Retail segment’s RV furniture business (“CWDS”) and, in connection with the sale, entered into an approximately ten-year supply agreement with the buyer and the sublease of certain properties and equipment to the buyer.
Added
We believe that our employee relations are generally good. 13 Table of Contents Development Throughout 2025, we have continued to focus on enhancing and evolving our training offerings by expanding course content, refining delivery methods, and aligning programs closely with business needs. This ongoing investment is intended to strengthen core capabilities and support consistent execution across the organization.
Removed
We believe that we have gained operational efficiencies by exiting the manufacture of RV furniture and focusing our resources on the sourcing and sale of our RV and aftermarket accessory products. Segments and Offerings We operate two reportable segments: (i) Good Sam Services and Plans and (ii) RV and Outdoor Retail.
Added
We delivered a broad portfolio of professional development opportunities, including in-person and virtual training programs, reaching approximately 1,200 participants. These facilitated sessions complement our e-learning courses that include role-based and compliance-oriented training. Additionally, we are investing in flexible technology solutions for our employees to engage in training programs in their location.
Removed
While we do continue to offer some non-RV 11 Table of Contents outdoor products and accessories, our focus is on providing products and services that are targeted toward RV enthusiasts and owners. • Collision repair and restoration.
Added
Employees receive paid time off for these volunteer hours. In 2025, we included a requirement that the volunteer activity be with a 501(c)(3) Nonprofit Organization and we had 362 team members either receive paid time off for preventative care visits or volunteer activities in their communities for a total of 2,391 hours.
Removed
Cardholders receive enhanced rewards points, which are referred to as Good Sam Rewards, for money spent at our retail locations, on our e-commerce platforms, at gas stations and at campgrounds across the U.S. and Canada. As of December 31, 2024, we had approximately 168,000 issued and open co-branded credit card accounts. • RV Rentals.
Added
In 2024, we added up to 4 hours per year for full-time team members to receive paid time off to support their own personal health. This can include time away from work for eligible preventive care services, such as annual wellness visits, annual bloodwork or medical tests, recommended cancer screenings, vaccinations and immunizations, and routine eye and dental visits.
Removed
In 2023, we began opening manufacturer-exclusive RV dealership locations that are operated by us and provide our typical offerings of used vehicles, service, parts, and finance and insurance, but they bear the name of a particular RV manufacturer and sell that manufacturer’s new RV line.
Removed
In 2023, we introduced our first CW Auction as another means to sell RVs to individuals or wholesale to other dealerships and held 14 CW Auctions in 11 states in 2024. We finance the purchase of substantially all of our new RV inventory from manufacturers through our Floor Plan Facility.
Removed
Development We operate an entity-wide online training platform with a curriculum that is tailored to each employee’s job function. This program includes interactive courses such as communication, management, critical thinking, software skills, and workplace harassment and discrimination. Our learning and development team continues to create proprietary content for this training library.
Removed
We have also invested in learning labs at the majority of our locations that provide for a dedicated space with the appropriate technology for employees to engage in their training programs.
Removed
In addition to job specific training that regularly occurs at our dealerships, retail locations, and call centers, in 2024, we launched new in-person training for certain dealership roles to align to a best-in-class adult learning experience.
Removed
We expect to expand our offerings in 2025. 13 Table of Contents Our service technicians are critical to providing the high-quality installation and repair services that our customers expect. Our Camping World Technical Institute (“CWTI”) includes full-time instructors at three dedicated campuses and one part-time campus as of December 31, 2024.

… 3 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

128 edited+24 added−28 removed264 unchanged
Biggest changeLikewise, our independent registered public accounting firm is required to provide an attestation report on the effectiveness of our internal control over financial reporting. 44 Table of Contents In connection with the preparation of our financial statements and the audit of our financial results for the year ended December 31, 2024, we identified a material weakness in our internal controls in the design and operation of our controls over the review of the measurement of the realizable portion of the Company’s outside basis difference deferred tax asset in the operating partnership, CWGS, LLC.
Biggest changeLikewise, our independent registered public accounting firm is required to provide an attestation report on the effectiveness of our internal control over financial reporting.
Our senior secured credit facilities, comprised of our Revolving Credit Facility and our $1.4 billion term loan facility (the “Term Loan Facility” and together with the Revolving Credit Facility, the “Senior Secured Credit Facilities”) and our Floor Plan Facility contain various provisions that limit our ability to, among other things: ● incur additional indebtedness; ● incur certain liens; ● consolidate or merge; ● alter the business conducted by us and our subsidiaries; ● make investments, loans, advances, guarantees and acquisitions; ● sell assets, including capital stock of our subsidiaries; ● pay dividends on capital stock or redeem, repurchase or retire capital stock or certain other indebtedness; ● engage in transactions with affiliates; and 23 Table of Contents ● enter into agreements restricting our subsidiaries’ ability to pay dividends.
Our senior secured credit facilities, comprised of our Revolving Credit Facility and our $1.4 billion term loan facility (the “Term Loan Facility” and together with the Revolving Credit Facility, the “Senior Secured Credit Facilities”) and our Floor Plan Facility contain various provisions that limit our ability to, among other things: ● incur additional indebtedness; ● incur certain liens; 23 Table of Contents ● consolidate or merge; ● alter the business conducted by us and our subsidiaries; ● make investments, loans, advances, guarantees and acquisitions; ● sell assets, including capital stock of our subsidiaries; ● pay dividends on capital stock or redeem, repurchase or retire capital stock or certain other indebtedness; ● engage in transactions with affiliates; and ● enter into agreements restricting our subsidiaries’ ability to pay dividends.
We entered into a voting agreement in connection with our IPO with ML Acquisition Company, LLC, a Delaware limited liability company, which is indirectly owned by each of the estate of our former director, Stephen Adams, and our Chairman and Chief Executive Officer, Marcus A.
We entered into a voting agreement in connection with our IPO with ML Acquisition Company, LLC, a Delaware limited liability company, which is indirectly owned by each of the estate of our former director, Stephen Adams, and former Chairman and Chief Executive Officer, Marcus A.
Although we believe that our private brand products offer value to our customers at each price point and provide us with higher gross margins than comparable third-party branded products we sell, the expansion of our private brand offerings also subjects us to certain specific risks in addition to those discussed elsewhere in this section, such as: ● potential mandatory or voluntary product recalls; ● our ability to successfully protect our proprietary rights (including defending against counterfeit, knock offs, grey-market, infringing or otherwise unauthorized goods); ● our ability to successfully navigate and avoid claims related to the proprietary rights of third parties; ● our ability to successfully administer and comply with obligations under license agreements that we have with the licensors of brands, including, in some instances, certain minimum sales requirements that, if not met, could cause us to lose the licensing rights or pay damages; and ● other risks generally encountered by entities that source, sell and market exclusive branded offerings for retail.
Although we believe that our exclusive brand products offer value to our customers at each price point and provide us with higher gross margins than comparable third-party branded products we sell, the expansion of our exclusive brand offerings also subjects us to certain specific risks in addition to those discussed elsewhere in this section, such as: ● potential mandatory or voluntary product recalls; ● our ability to successfully protect our proprietary rights (including defending against counterfeit, knock offs, grey-market, infringing or otherwise unauthorized goods); ● our ability to successfully navigate and avoid claims related to the proprietary rights of third parties; ● our ability to successfully administer and comply with obligations under license agreements that we have with the licensors of brands, including, in some instances, certain minimum sales requirements that, if not met, could cause us to lose the licensing rights or pay damages; and ● other risks generally encountered by entities that source, sell and market exclusive branded offerings for retail.
Many factors, which are outside our control, may cause 45 Table of Contents the market price of our Class A common stock to fluctuate significantly, including those described elsewhere in this “Risk Factors” section and this Form 10-K, as well as the following: ● our operating and financial performance and prospects; ● our quarterly or annual earnings or those of other companies in our industry compared to market expectations; ● conditions that impact demand for our services; ● future announcements concerning our business or our competitors’ businesses; ● the public’s reaction to our press releases, other public announcements and filings with the SEC; ● the size of our public float; ● coverage by or changes in financial estimates by securities analysts or failure to meet their expectations; ● market and industry perception of our success, or lack thereof, in pursuing our growth strategy; ● strategic actions by us or our competitors, such as acquisitions or restructurings; ● changes in laws or regulations which adversely affect our industry or us; ● changes in accounting standards, policies, guidance, interpretations or principles; ● changes in senior management or key personnel; ● issuances, exchanges or sales, or expected issuances, exchanges or sales of our capital stock; ● changes in our dividend policy; ● adverse resolution of new or pending litigation against us; and ● changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from international trade policy, natural disasters, terrorist attacks, acts of war and responses to such events.
Many factors, which are outside our control, may cause the market price of our Class A common stock to fluctuate significantly, including those described elsewhere in this “Risk Factors” section and this Form 10-K, as well as the following: ● our operating and financial performance and prospects; ● our quarterly or annual earnings or those of other companies in our industry compared to market expectations; ● conditions that impact demand for our services; ● future announcements concerning our business or our competitors’ businesses; ● the public’s reaction to our press releases, other public announcements and filings with the SEC; ● the size of our public float; ● coverage by or changes in financial estimates by securities analysts or failure to meet their expectations; ● market and industry perception of our success, or lack thereof, in pursuing our growth strategy; ● strategic actions by us or our competitors, such as acquisitions or restructurings; ● changes in laws or regulations which adversely affect our industry or us; ● changes in accounting standards, policies, guidance, interpretations or principles; ● changes in senior management or key personnel; ● issuances, exchanges or sales, or expected issuances, exchanges or sales of our capital stock; ● changes in our dividend policy; ● adverse resolution of new or pending litigation against us; and 46 Table of Contents ● changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from international trade policy, natural disasters, terrorist attacks, acts of war and responses to such events.
We have paid a regular cash dividend using distributions from CWGS, LLC, including all or a portion of the Excess Tax Distribution (as defined under “Dividend Policy” included in Part II, Item 5 of this Form 10-K), to the holders of our Class A common stock from time to time, subject to the discretion of our Board of Directors.
We have historically paid a regular cash dividend using distributions from CWGS, LLC, including all or a portion of the Excess Tax Distribution (as defined under “Dividend Policy” included in Part II, Item 5 of this Form 10-K), to the holders of our Class A common stock from time to time, subject to the discretion of our Board of Directors.
Our expansion into new markets, businesses, products or categories may not be supported adequately by our current resources, personnel and systems, and may also create new distribution and merchandising challenges, including additional strain on our distribution centers, an increase in information to be processed by our management information systems and diversion of management attention from existing operations.
The expansion into new markets, businesses, products or categories may not be supported adequately by our current resources, personnel and systems, and may also create new distribution and merchandising challenges, including additional strain on our distribution centers, an increase in information to be processed by our management information systems and diversion of management attention from existing operations.
In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to manage our business effectively or accurately report our financial performance on a timely basis, which could cause a decline in our common stock price and adversely affect our results of operations and financial condition.
In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to manage our business effectively or accurately report our financial performance on a timely basis, which could cause a decline in our Class A common stock price and adversely affect our results of operations and financial condition.
In addition to the above risk factors a number of additional factors have historically affected, and will continue to affect, our same store revenue results, including: ● changes or anticipated changes to regulations related to some of the products we sell or to the localities in which we operate, such as the regulations passed in December 2021 by CARB that will prohibit the sale of gas-powered generators in California beginning in 2028 or the Advanced Clean Trucks regulation approved by CARB in March 2021, which places requirements on RV manufacturers that are expected to prevent many new diesel RV models from being sold in states that have adopted the regulation beginning with the 2024 model year; ● our ability to provide quality customer service that will increase our conversion of shoppers into paying customers; ● atypical weather patterns; ● changes in our product mix; and ● changes in pricing and average unit sales.
In addition to the above risk factors a number of additional factors have historically affected, and will continue to affect, our same store revenue results, including: ● changes or anticipated changes to regulations related to some of the products we sell or to the localities in which we operate, such as the regulations passed in December 2021 by CARB that will prohibit the sale of gas-powered generators in California beginning in 2028 or the Advanced Clean Trucks regulation approved by CARB in March 2021, which places requirements on RV manufacturers that are expected to prevent many new diesel RV models from being sold in states that have adopted the regulation beginning with the 2024 model year; ● our ability to provide quality customer service that will increase our conversion of shoppers into paying customers; ● atypical weather patterns; ● changes in our product mix; and 22 Table of Contents ● changes in pricing and average unit sales.
Certain environmental laws impose liability on us, as the owner or operator, for environmental contamination at our properties without regard to whether we knew of or caused the contamination or the legality of the release or disposal action at the time of its occurrence.
Certain environmental laws may impose liability on us, as the owner or operator, for environmental contamination at our properties without regard to whether we knew of or caused the contamination or the legality of the release or disposal action at the time of its occurrence.
Consequently, our results of operations for any quarter may not be indicative of the results that may be achieved for any subsequent quarter or for a full fiscal year. These fluctuations could adversely affect the market price of our common stock.
Consequently, our results of operations for any quarter may not be indicative of the results that may be achieved for any subsequent quarter or for a full fiscal year. These fluctuations could adversely affect the market price of our Class A common stock.
Failure to maintain the strength and value of our brands could have a material adverse effect on our business, financial condition and results of operations. Our success depends on the value and strength of our key brands, including Good Sam and Camping World.
Failure to maintain the strength and value of our brands and reputation could have a material adverse effect on our business, financial condition and results of operations. Our success depends on the value and strength of our key brands, including Good Sam and Camping World.
We handle almost all of our e-commerce and catalog orders and distribution to our retail stores through fulfillment and distribution facilities (see “Item 2. Properties” under Part I of this Form 10-K).
We handle almost all of our e-commerce orders and distribution to our retail stores through fulfillment and distribution facilities (see “Item 2. Properties” under Part I of this Form 10-K).
Please see “— Risks Relating to Our Organizational Structure — Certain of our stockholders have significant control over us, including with respect to the election of directors, and the interests of our other Continuing Equity Owners in our business may conflict with yours.” 43 Table of Contents Our amended and restated certificate of incorporation provides, subject to certain exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, and our amended and restated bylaws designate the federal district courts of the United States as the exclusive forum for actions arising under the Securities Act of 1933, as amended, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.
Please see “— Risks Relating to Our Organizational Structure — Certain of our stockholders have significant control over us, including with respect to the election of directors, and the interests of our other Continuing Equity Owners in our business may conflict with yours.” Our amended and restated certificate of incorporation provides, subject to certain exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, and our amended and restated bylaws designate the federal district courts of the United States as the exclusive forum for actions arising under the Securities Act of 1933, as amended, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.
In connection with our IPO, CWGS, LLC entered into the CWGS LLC Agreement, and subject to certain restrictions set forth therein, the Continuing Equity Owners are entitled to have their common units redeemed from time to time at each of their options for, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), newly-issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed, in each case in accordance with the terms of the CWGS LLC Agreement; provided that, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), we may effect a direct exchange of such Class A common stock or such cash, as applicable, for such common units.
In connection with our IPO, 41 Table of Contents CWGS, LLC entered into the CWGS LLC Agreement, and subject to certain restrictions set forth therein, the Continuing Equity Owners are entitled to have their common units redeemed from time to time at each of their options for, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), newly-issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed, in each case in accordance with the terms of the CWGS LLC Agreement; provided that, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), we may effect a direct exchange of such Class A common stock or such cash, as applicable, for such common units.
However, the payment of future dividends on our Class A common stock will be subject to our discretion as the sole managing member of CWGS, LLC, the discretion of our Board of Directors and will depend on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock, business prospects and other factors that our Board of Directors may deem relevant.
The payment of future dividends on our Class A common stock, if any, will be subject to our discretion as the sole managing member of CWGS, LLC and the discretion of our Board of Directors and will depend on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock, business prospects and other factors that our Board of Directors may deem relevant.
Additionally, we rely on certain third-party providers to support our services, protection plans, products and resources, including insurance carriers for our property and casualty insurance and extended service contracts, banks and captive financing companies for vehicle financing and refinancing, Comenity Capital Bank as the issuer of our co-branded credit card, and a tow provider network for our roadside assistance programs.
Additionally, we rely on certain third-party providers to support our services, protection plans, products and resources, including insurance carriers for our property and casualty insurance and extended service contracts, banks and captive financing companies for vehicle financing and refinancing, Comenity Capital Bank as the issuer of our co-branded credit cards, and a tow provider network for our roadside assistance programs.
Pursuant to the Tax Receivable Agreement, we are required to make cash payments to the Continuing Equity Owners and Crestview Partners II GP, L.P. equal to 85% of the tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize as a result of (i) increases in tax basis resulting from the purchase of common units from Crestview Partners II GP, L.P. in exchange for Class A common stock in connection with the consummation of the IPO and the related corporate reorganization transactions and any 39 Table of Contents future redemptions that are funded by Camping World Holdings, Inc. or redemption of common units and (ii) certain other tax benefits attributable to payments under the Tax Receivable Agreement.
Pursuant to the Tax Receivable Agreement, we are required to make cash payments to the Continuing Equity Owners and Crestview Partners II GP, L.P. equal to 85% of the tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize as a result of (i) increases in tax basis resulting from the purchase of common units from Crestview Partners II GP, L.P. in exchange for Class A common stock in connection with the consummation of the IPO and the related corporate reorganization transactions and any future redemptions that are funded by Camping World Holdings, Inc. or redemption of common units and (ii) certain other tax benefits attributable to payments under the Tax Receivable Agreement.
In future periods, if our senior management is unable to remediate the material weakness such that they cannot conclude that we have effective internal control over financial reporting, or to certify the effectiveness of such controls, or if our independent registered public accounting firm cannot render an unqualified opinion on management’s assessment and the effectiveness of our internal control over financial reporting, or if additional material weaknesses in our internal control over financial reporting are identified, we may be required to restate our financial statements and could be subject to regulatory scrutiny, a loss of public and investor confidence, and litigation from investors and stockholders, which could have a material adverse effect on our business and the price of our Class A common stock.
In future periods, if our senior management is unable to conclude that we have effective internal control over financial reporting, or to certify the effectiveness of such controls, or if our independent registered public accounting firm cannot render an unqualified opinion on management’s assessment and the effectiveness of our internal control over financial reporting, or if additional material weaknesses in our internal control over financial reporting are identified, we may be required to restate our financial statements and could be subject to regulatory scrutiny, a loss of public and investor confidence, and litigation from investors and stockholders, which could have a material adverse effect on our business and the price of our Class A common stock.
Trade tensions between the United States and China, Mexico, Canada, Russia and other countries has escalated in recent years. We may not be able to mitigate the impacts of any future tariffs or trade restrictions, and our business, results of operations and financial position would be materially adversely affected.
Trade tensions between the United States and China, Mexico, Canada, Russia and other countries have escalated in recent years. We may not be able to mitigate the impacts of any future tariffs or trade restrictions, and our business, results of operations and financial position would be materially adversely affected.
An increase in sales of our private brands may also adversely affect sales of our vendors’ products, which may, in turn, adversely affect our relationship with our vendors. Our failure to adequately address some or all of these risks could have a material adverse effect on our business, results of operations and financial condition.
An increase in sales of our exclusive brands may also adversely affect sales of our vendors’ products, which may, in turn, adversely affect our relationship with our vendors. Our failure to adequately address some or all of these risks could have a material adverse effect on our business, results of operations and financial condition.
If we close store locations, are unable to open new store locations, including greenfield locations and acquisitions, on the timelines we anticipate or at all due to general economic conditions or otherwise, or experience declines in customer transactions in our existing store locations due to general economic conditions or otherwise, our ability to maintain and grow our customer database and our Active Customers will be limited, which could have a material adverse effect on our business, financial condition and results of operations.
If we close store locations, are unable to open new store locations, including greenfield locations and acquisitions, on the timelines we anticipate or at all due to general economic conditions or otherwise, or experience declines in customer transactions in our existing store locations due to general economic conditions 16 Table of Contents or otherwise, our ability to maintain and grow our customer database and our Active Customers will be limited, which could have a material adverse effect on our business, financial condition and results of operations.
See Note 5 — Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Item 8 of Part II of this Form 10-K for a discussion of impairment charges for the year ended December 31, 2024.
See Note 5 — Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Item 8 of Part II of this Form 10-K for a discussion of impairment charges for the year ended December 31, 2025.
The amount of liabilities to be recorded in the future for such redemptions is dependent on a variety of factors including future stock prices, tax rates in effect, and the Company’s ability to utilize the tax benefits created as a result of the future redemptions of CWGS, LLC units.
The amount of liabilities to be recorded in the future is dependent on a variety of factors including future stock prices, tax rates in effect, and the Company’s ability to utilize the tax benefits created as a result of the future redemptions of CWGS, LLC units.
Such a result could materially and adversely affect our business, results of operations and financial condition. State dealer laws generally provide that a manufacturer may not terminate or refuse to renew a dealer agreement unless it has first provided the dealer with written notice setting forth good cause and stating the grounds for termination or non-renewal.
Such a result could materially and adversely affect our business, results of operations and financial condition. 31 Table of Contents State dealer laws generally provide that a manufacturer may not terminate or refuse to renew a dealer agreement unless it has first provided the dealer with written notice setting forth good cause and stating the grounds for termination or non-renewal.
See “— Risks Relating to Ownership of Our Class A Common Stock.” Our Tax Receivable Agreement with the Continuing Equity Owners and Crestview Partners II GP, L.P. requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and the amounts that we may be required to pay could be significant.
See “— Risks Relating to Ownership of Our Class A Common Stock.” 39 Table of Contents Our Tax Receivable Agreement with the Continuing Equity Owners and Crestview Partners II GP, L.P. requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and the amounts that we may be required to pay could be significant.
Lemonis (“ML Acquisition”), ML RV Group, LLC, a Delaware limited liability company, wholly owned by our Chairman and Chief Executive Officer, Marcus A. Lemonis (“ML RV Group”), CVRV Acquisition LLC and CVRV Acquisition II LLC (the “Voting Agreement”). Subject to the Voting Agreement, Marcus A.
Lemonis (“ML Acquisition”), ML RV Group, LLC, a Delaware limited liability company, wholly owned by former Chairman and Chief Executive Officer, Marcus A. Lemonis (“ML RV Group”), CVRV Acquisition LLC and CVRV Acquisition II LLC (the “Voting Agreement”). Subject to the Voting Agreement, Marcus A.
Even if a product liability claim is not successful or is not fully pursued, the negative publicity surrounding a product recall or any assertion that our products caused property damage or personal injury could damage our brand identity and our 35 Table of Contents reputation with existing and potential consumers and have a material adverse effect on our business, financial condition and results of operations.
Even if a product liability claim is not successful or is not fully pursued, the negative publicity surrounding a product recall or any assertion that our products caused property damage or personal injury could damage our brand identity and our reputation with existing and potential consumers and have a material adverse effect on our business, financial condition and results of operations.
As a result of the above factors, we cannot assure you that we will be successful in operating our store locations in new markets or acquiring new businesses, product lines or categories on a profitable basis, and 20 Table of Contents our failure to do so could have a material adverse effect on our business, financial condition and results of operations.
As a result of the above factors, we cannot assure you that we will be successful in operating store locations in new markets or acquiring new businesses, product lines or categories on a profitable basis, and our failure to do so could have a material adverse effect on our business, financial condition and results of operations.
If any of these or other factors were to cause a disruption of trade from the countries in which our vendors or the suppliers of our vendors are located or 26 Table of Contents impose additional costs in connection with the purchase of our products, we may be unable to obtain sufficient quantities of products to satisfy our requirements and our results of operations could be adversely affected.
If any of these or other factors were to cause a disruption of trade from the countries in which our vendors or the suppliers of our vendors are located or impose additional costs in connection with the purchase of our products, we may be unable to obtain sufficient quantities of products to satisfy our requirements and our results of operations could be adversely affected.
In connection with our IPO, we also entered into a Registration Rights Agreement pursuant to which the shares of Class A common stock issued upon such 41 Table of Contents redemption and the shares of Class A common stock issued to the Former Equity Owners in connection with the corporate reorganization transactions entered into in connection therewith will be eligible for resale, subject to certain limitations set forth therein.
In connection with our IPO, we also entered into a Registration Rights Agreement pursuant to which the shares of Class A common stock issued upon such redemption and the shares of Class A common stock issued to the Former Equity Owners in connection with the corporate reorganization transactions entered into in connection therewith will be eligible for resale, subject to certain limitations set forth therein.
Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including: ● changes in the valuation of our deferred tax assets and liabilities; ● expected timing and amount of the release of any tax valuation allowances; ● tax effects of stock-based compensation; ● costs related to intercompany restructurings; or ● changes in tax laws, regulations or interpretations thereof.
Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including: 45 Table of Contents ● changes in the valuation of our deferred tax assets and liabilities; ● expected timing and amount of the release of any tax valuation allowances; ● tax effects of stock-based compensation; ● costs related to intercompany restructurings; or ● changes in tax laws, regulations or interpretations thereof.
New regulatory efforts may be proposed from time to time that have a material adverse effect on our ability to operate our businesses or our results of operations. For example, in the past a principal source of leads for our direct response marketing efforts was new vehicle registrations 29 Table of Contents provided by motor vehicle departments in various states.
New regulatory efforts may be proposed from time to time that have a material adverse effect on our ability to operate our businesses or our results of operations. For example, in the past a principal source of leads for our direct response marketing efforts was new vehicle registrations provided by motor vehicle departments in various states.
Developing alternatives that satisfy the market’s evolving expectations of, among other things, vehicle emissions profiles may require us to incur significant costs. Additionally, there are several competing alternatives to replace petroleum-based fuels for vehicles, including but not limited to: electricity, hydrogen, and compressed and/or renewable gas.
Developing alternatives that satisfy the market’s evolving expectations of, among other things, vehicle emissions profiles may require us to incur significant costs. Additionally, there are several competing alternatives to replace petroleum-based fuels for vehicles, including but not limited to: electricity, hydrogen, and 32 Table of Contents compressed and/or renewable gas.
In addition, our amended and restated certificate of incorporation and our amended 42 Table of Contents and restated bylaws contain provisions that may make the acquisition of our Company more difficult without the approval of our Board of Directors, including, but not limited to, the following: ● our Board of Directors is classified into three classes, each of which serves for a staggered three-year term; ● a majority of our stockholders or a majority of our Board of Directors may call special meetings of our stockholders, and until such time as the ML Related Parties, directly or indirectly, beneficially own in the aggregate, less than 27.5% of all of the outstanding common units of CWGS, LLC, only the chairperson of our Board of Directors or a majority of our Board of Directors may call special meetings of our stockholders; ● we have authorized undesignated preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval; ● any action required or permitted to be taken by our stockholders at an annual meeting or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a written consent is signed by the holders of our outstanding shares of common stock representing not less than the minimum number of votes that would be necessary to authorize such action at a meeting at which all outstanding shares of common stock entitled to vote thereon, and at such time as the ML Related Parties, directly or indirectly, beneficially own in the aggregate, less than 27.5% of all of the outstanding common units of CWGS, LLC, any action required or permitted to be taken by our stockholders at an annual meeting or special meeting of stockholders may not be taken by written consent in lieu of a meeting; ● our amended and restated certificate of incorporation may be amended or repealed by the affirmative vote of a majority of the votes which all our stockholders would be eligible to cast in an election of directors and our amended and restated bylaws may be amended or repealed by a majority vote of our Board of Directors or by the affirmative vote of a majority of the votes which all our stockholders would be eligible to cast in an election of directors, and at such time as the ML Related Parties, directly or indirectly, beneficially own in the aggregate, less than 27.5% of all of the outstanding common units of CWGS, LLC, our amended and restated certificate of incorporation and our amended and restated bylaws may be amended or repealed by the affirmative vote of the holders of at least 66 2 / 3 % of the votes which all our stockholders would be entitled to cast in any annual election of directors and our amended and restated bylaws may also be amended or repealed by a majority vote of our Board of Directors; ● we require advance notice for stockholder proposals and nominations; and ● we have opted out of Section 203 of the Delaware General Corporation Law of the State of Delaware (the “DGCL”), however, our amended and restated certificate of incorporation contains provisions that are similar to Section 203 of the DGCL (except with respect to ML Acquisition and Crestview and any of their respective affiliates and any of their respective direct or indirect transferees of Class B common stock).
In addition, our amended and restated certificate of incorporation and our amended and restated bylaws contain provisions that may make the acquisition of our Company more difficult without the approval of our Board of Directors, including, but not limited to, the following: ● our Board of Directors is classified into three classes, each of which serves for a staggered three-year term; ● a majority of our stockholders or a majority of our Board of Directors may call special meetings of our stockholders, and until such time as the ML Related Parties, directly or indirectly, beneficially own in the aggregate, less than 27.5% of all of the outstanding common units of CWGS, LLC, only the chairperson of our Board of Directors or a majority of our Board of Directors may call special meetings of our stockholders; ● we have authorized undesignated preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval; ● any action required or permitted to be taken by our stockholders at an annual meeting or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a written consent is signed by the holders of our outstanding shares of common stock representing not less than the minimum number of votes that would be necessary to authorize such action at a meeting at which all outstanding shares of common stock entitled to vote thereon, and at such time as the ML Related Parties, directly or indirectly, beneficially own in the aggregate, less than 27.5% of all of the outstanding common units of CWGS, LLC, any action required or permitted to be taken by our stockholders at an annual meeting or special meeting of stockholders may not be taken by written consent in lieu of a meeting; ● our amended and restated certificate of incorporation may be amended or repealed by the affirmative vote of a majority of the votes which all our stockholders would be eligible to cast in an election of directors and our amended and restated bylaws may be amended or repealed by a majority vote of our Board of Directors or by the affirmative vote of a majority of the votes which all our stockholders would be eligible to cast in an election of directors, and at such time as the ML Related Parties, directly or indirectly, beneficially own in the aggregate, less than 27.5% of all of the outstanding common units of CWGS, LLC, our amended and restated certificate of incorporation and our amended and restated bylaws may be amended or repealed by the affirmative vote of the holders of at least 66 2 / 3 % of the votes which all our stockholders would be entitled to cast in any annual election of directors and our amended and restated bylaws may also be amended or repealed by a majority vote of our Board of Directors; ● we require advance notice for stockholder proposals and nominations; and ● we have opted out of Section 203 of the Delaware General Corporation Law of the State of Delaware (the “DGCL”), however, our amended and restated certificate of incorporation contains provisions that are similar to Section 203 of the DGCL (except with respect to ML Acquisition and Crestview and any of their respective affiliates and any of their respective direct or indirect transferees of Class B common stock). 43 Table of Contents These provisions could discourage, delay or prevent a transaction involving a change in control of our company.
If any such hazardous waste were to be found on property that we occupy, a claim giving rise to our liability could have a negative effect on our business, financial condition and results of operations. Our operations are subject to a series of risks related to climate change and other environmental, social, and governance (“ESG”) matters.
If any such contamination were to be found on property that we occupy, a claim giving rise to our liability could have a negative effect on our business, financial condition and results of operations. Our operations are subject to a series of risks related to climate change and other environmental, social, and governance (“ESG”) matters.
Thus, we and our vendors remain vulnerable to further successful cyberattacks, security breaches and disruptions to our IT Systems and our Confidential Information, 34 Table of Contents in addition to damage or interruption to our IT Systems and Confidential Information from earthquakes, acts of war or terrorist attacks, floods, fires, tornadoes, hurricanes, power loss and outages, computer and telecommunications failures and similar incidents.
Thus, we and our vendors remain vulnerable to further successful cyberattacks, security breaches and disruptions to our IT Systems and our Confidential Information, in addition to damage or interruption to our IT Systems and Confidential Information from earthquakes, acts of war or terrorist attacks, floods, fires, tornadoes, hurricanes, power loss and outages, computer and telecommunications failures and similar incidents.
Some of our competitors may build new stores in or near our existing locations and certain RV and accessory manufacturers may choose to expand their direct to consumer offerings. In addition, an increase in the number of aggregator and price comparison sites for insurance products may negatively impact our sales of these products.
Some of our competitors may build new 19 Table of Contents stores in or near our existing locations and certain RV and accessory manufacturers may choose to expand their direct to consumer offerings. In addition, an increase in the number of aggregator and price comparison sites for insurance products may negatively impact our sales of these products.
We could incur significant costs in investigating and defending such claims and, if found liable, pay significant damages or fines or be required to make changes to our business. Further, these proceedings and any subsequent adverse outcomes may subject us to significant negative publicity and an erosion of trust.
We could incur 30 Table of Contents significant costs in investigating and defending such claims and, if found liable, pay significant damages or fines or be required to make changes to our business. Further, these proceedings and any subsequent adverse outcomes may subject us to significant negative publicity and an erosion of trust.
Any defaults on these retail installment sales contracts could have a material adverse effect on our business, financial condition and results of operations. 27 Table of Contents If we are unable to retain senior executives and attract and retain other qualified employees, our business might be adversely affected.
Any defaults on these retail installment sales contracts could have a material adverse effect on our business, financial condition and results of operations. If we are unable to retain senior executives and attract and retain other qualified employees, our business might be adversely affected.
Moreover, as we accept debit and credit cards for payment, we are subject to the PCI-DSS, issued by the Payment Card Industry Security Standards Council. PCI-DSS contains compliance guidelines with regard to our security surrounding the physical and electronic storage, processing and transmission of cardholder data.
Moreover, as we accept debit and credit cards for payment, we are subject to the PCI-DSS, issued by the Payment Card Industry Security Standards Council. PCI-DSS contains compliance guidelines with regard 35 Table of Contents to our security surrounding the physical and electronic storage, processing and transmission of cardholder data.
As such, we qualify for, and may rely on, exemptions from certain corporate governance requirements, including the requirements to have a majority of independent directors on our Board of Directors, an entirely independent Nominating and Corporate Governance Committee, an entirely independent Compensation Committee or to perform an annual performance evaluation of the Nominating and Corporate Governance and Compensation Committees.
As such, we qualify for, and may rely on, exemptions from certain corporate governance requirements, including the requirements to have a majority of independent directors on our Board of Directors, an entirely independent Nominating and Corporate Governance Committee, an entirely 38 Table of Contents independent Compensation Committee or to perform an annual performance evaluation of the Nominating and Corporate Governance and Compensation Committees.
Our dealer agreements also generally provide for a one-year term, which is typically renewed annually. For more information on our dealer arrangements, see “Item 1. Business ─ Vehicle Sourcing and Dealer Arrangements” under Part I of this Form 10-K.
Our dealer agreements also generally provide for a one-year term, which is typically renewed annually. For more 18 Table of Contents information on our dealer arrangements, see “Item 1. Business ─ Vehicle Sourcing and Dealer Arrangements” under Part I of this Form 10-K.
For example, we previously experienced a security incident in February 2022 (the “Cybersecurity Incident”), that resulted in a temporary disruption to our operations and caused the Company to incur costs, including legal and other professional fees and investments related to the security of our IT Systems.
For example, we previously experienced a security incident in February 2022 (the “Cybersecurity Incident”), that resulted in a 34 Table of Contents temporary disruption to our operations and caused the Company to incur costs, including legal and other professional fees and investments related to the security of our IT Systems.
In these circumstances, the market price of our Class A common 15 Table of Contents stock could decline. Other events that we do not currently anticipate or that we currently deem immaterial may also affect our business, prospects, financial condition and results of operations.
In these circumstances, the market price of our Class A common stock could decline. Other events that we do not currently anticipate or that we currently deem immaterial may also affect our business, prospects, financial condition and results of operations.
Prior to entering into a retail installment sales contract with a third-party purchaser, we typically have a commitment from a third-party lender for the assignment of such retail installment sales contract, subject to final review, approval and verification of the retail installment sales contract, related documentation and the information contained therein.
Prior to entering into a retail installment sales contract with a third-party purchaser, we typically have a commitment from a third-party lender for the assignment of such retail installment sales contract, subject to final review, approval and verification of the retail 27 Table of Contents installment sales contract, related documentation and the information contained therein.
We may in the future identify additional impairment charges and any such charges could adversely affect our business, financial condition and results of operations. Risks related to Regulation and Litigation Our business is subject to numerous federal, state and local regulations.
We may in the future identify additional impairment charges and any such charges could adversely affect our business, financial condition and results of operations. 29 Table of Contents Risks related to Regulation and Litigation Our business is subject to numerous federal, state and local regulations.
We have no contractual arrangements providing for continued supply from our key vendors, and our vendors may discontinue selling to us at any time. Changes in commercial practices of our key vendors or manufacturers, such as changes in vendor support and incentives or changes in credit or payment terms, could also negatively impact our results.
We have contractual arrangements providing for continued supply from two of our key vendors; however, our other vendors may discontinue selling to us at any time. Changes in commercial practices of our key vendors or manufacturers, such as changes in vendor support and incentives or changes in credit or payment terms, could also negatively impact our results.
However, there can be no assurance that we or our employees, contractors, vendors or our agents will not violate such laws and regulations or our policies and procedures. Compliance with these laws and others may 31 Table of Contents be onerous and costly, at times, and may be inconsistent from jurisdiction to jurisdiction which further complicates compliance efforts.
However, there can be no assurance that we or our employees, contractors, vendors or our agents will not violate such laws and regulations or our policies and procedures. Compliance with these laws and others may be onerous and costly, at times, and may be inconsistent from jurisdiction to jurisdiction which further complicates compliance efforts.
In addition, Comenity Capital Bank could decline to renew our services agreement or become insolvent and unable to perform our contract, and we may be unable to timely find a replacement bank to provide these services. 25 Table of Contents We depend on merchandise purchased from our vendors to obtain products for our store locations.
In addition, Comenity Capital Bank could decline to renew our services agreement or become insolvent and unable to perform our contract, and we may be unable to timely find a replacement bank to provide these services. We depend on merchandise purchased from our vendors to obtain products for our store locations.
There can be no assurance that we will be able to finance our obligations under the Tax Receivable Agreement. 40 Table of Contents We will not be reimbursed for any payments made to the Continuing Equity Owners and Crestview Partners II GP, L.P. under the Tax Receivable Agreement in the event that any tax benefits are disallowed.
There can be no assurance that we will be able to finance our obligations under the Tax Receivable Agreement. We will not be reimbursed for any payments made to the Continuing Equity Owners and Crestview Partners II GP, L.P. under the Tax Receivable Agreement in the event that any tax benefits are disallowed.
We are also subject to federal and numerous state consumer protection and unfair trade practice laws and regulations relating to the sale, transportation and marketing of motor vehicles, including so-called “lemon laws.” Federal, state and local laws and regulations also impose upon vehicle operators various restrictions on the length and width of motor vehicles that may be operated in certain jurisdictions or on certain roadways. 30 Table of Contents Certain jurisdictions also prohibit the sale of vehicles exceeding length restrictions.
We are also subject to federal and numerous state consumer protection and unfair trade practice laws and regulations relating to the sale, transportation and marketing of motor vehicles, including so-called “lemon laws.” Federal, state and local laws and regulations also impose upon vehicle operators various restrictions on the length and width of motor vehicles that may be operated in certain jurisdictions or on certain roadways.
Any adverse impact to the availability, integrity, or confidentiality of our IT Systems, or Confidential Information could result in interruptions in our services, noncompliance with dynamic laws and regulations, substantial negative media attention, damage to our club member, customer and supplier relationships and our reputation, exposure to litigation (including class actions), regulatory investigations, and lost sales, fines, penalties, lawsuits, and increased remediation costs, any or all of which could have a material adverse effect on our business, financial condition and results of operations.
A significant incident that impacts the availability, integrity, or confidentiality of our IT Systems, or Confidential Information could result in interruptions in our services, noncompliance with dynamic laws and regulations, substantial negative media attention, damage to our club member, customer and supplier relationships and our reputation, exposure to litigation (including class actions), regulatory investigations, and lost sales, fines, penalties, damages, and increased remediation costs, any or all of which could have a material adverse effect on our business, financial condition and results of operations.
Our success depends upon our ability to successfully manage our inventory and to anticipate and respond to merchandise trends and consumer demands in a timely manner. Our products are intended to 21 Table of Contents appeal to consumers who are, or could become, RV owners and enthusiasts across North America.
Our success depends upon our ability to successfully manage our inventory and to anticipate and respond to merchandise trends and consumer demands in a timely manner. Our products are intended to appeal to consumers who are, or could become, RV owners and enthusiasts across North America.
We have been named in the past, are currently named and may be named in the future as defendants of class action lawsuits. We have been subject to securities class action litigation and may be subject to similar or other litigation in the future.
We have been named in the past, are currently named and may be named in the future as defendants of class action lawsuits, including wage and hour class action litigation. We have been subject to securities class action litigation and may be subject to similar or other litigation in the future.
The occurrence of one or more natural disasters, such as tornadoes, hurricanes, fires, droughts, floods, hail storms and earthquakes, unusual weather conditions, epidemic outbreaks such as Ebola, Zika virus, bird flu, novel coronavirus or measles, or other public health crises, terrorist attacks or disruptive political events in certain regions where our stores are located could adversely affect our business and result in lower sales, or could impact the degree to which travel and recreational activities remain attractive, either of which could have a material adverse effect on our business, financial condition, and results of operations.
The occurrence of one or more natural disasters, such as tornadoes, hurricanes, fires, droughts, floods, hail storms and earthquakes, unusual weather conditions, epidemic outbreaks or other public health crises, terrorist attacks or disruptive political events in certain regions where our stores are located could adversely affect our business and result in lower sales, or could impact the degree to which travel and recreational activities remain attractive, either of which could have a material adverse effect on our business, financial condition, and results of operations.
For additional information, see “We are a “controlled company” within the meaning of the NYSE listing requirements and, as a result, qualify for exemptions from certain corporate governance requirements.
For additional information, see “We are a “controlled company” within the meaning of the NYSE listing requirements and, as a result, qualify 37 Table of Contents for exemptions from certain corporate governance requirements.
Our ability 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.
Our ability and intention to pay dividends on our Class A common stock, if any, is subject to the discretion of our Board of Directors and may be limited by our structure and statutory restrictions.
Future pandemics or health crises may have negative impacts on our business, including, without limitation, the following: ● delays in the delivery of certain products from our vendors as a result of shipping delays; ● temporary facility closures, production slowdowns and disruption to operations; ● increased product costs or shortages; ● reduced traffic at our store locations or reduced demand for our products and services; ● labor shortages including for key positions; ● financial impacts that could cause one or more of our counterparty financial institutions to fail or default on their obligations to us or for us to default on one or more of our credit agreements; ● potential significant impairment charges with respect to noncurrent assets, including goodwill, other intangible assets, and other long-lived assets, as well as inventory whose fair values may be negatively affected; and ● heightened cybersecurity risks during periods of increased remote working.
Future pandemics or health crises may have negative impacts on our business, including, without limitation, the following: ● delays in the delivery of certain products from our vendors as a result of shipping delays; ● temporary facility closures, production slowdowns and disruption to operations; ● increased product costs or shortages; ● reduced traffic at our store locations or reduced demand for our products and services; ● labor shortages including for key positions; ● financial impacts that could cause one or more of our counterparty financial institutions to fail or default on their obligations to us or for us to default on one or more of our credit agreements; ● potential significant impairment charges with respect to noncurrent assets, including goodwill, other intangible assets, and other long-lived assets, as well as inventory whose fair values may be negatively affected; and ● heightened cybersecurity risks during periods of increased remote working. 24 Table of Contents These and other disruptions to our business could have a material adverse effect on our results of operations, financial condition and cash flows.
A portion of the products that we purchase for resale, including those purchased from domestic suppliers, is manufactured abroad in China, Mexico and other countries. In addition, we believe most of our non-RV private label merchandise is manufactured abroad.
A portion of the products that we purchase for resale, including those purchased from domestic suppliers, is manufactured abroad in China, Mexico and other countries. In addition, we believe most of our non-RV exclusive brand merchandise is manufactured abroad.
If we are unable to continue to protect the trademarks and service marks for our proprietary brands, if such marks become generic or if third parties adopt marks similar to our marks, our ability to differentiate our products and services may be diminished.
If we are unable to continue to protect the trademarks and service marks for our proprietary brands, if such marks become 33 Table of Contents generic or if third parties adopt marks similar to our marks, our ability to differentiate our products and services may be diminished.
Both 32 Table of Contents advocates and opponents to certain ESG matters are increasingly resorting to a range of activism forms, including media campaigns and litigation, to advance their perspectives.
Both advocates and opponents to certain ESG matters are increasingly resorting to a range of activism forms, including media campaigns and litigation, to advance their perspectives.
We also may be unable to terminate or sublet applicable leases related to such initiatives, which has occurred in connection with recent restructuring initiatives.
We also may be unable to terminate or sublet applicable leases or reduce IT costs related to such initiatives, which has occurred in connection with recent restructuring initiatives.
Decreases in Active Customers, average spend per customer, or retention and renewal rates for our Good Sam services and plans has, at times, negatively affected and could in the future negatively affect our financial performance, and a prolonged period of depressed consumer spending could have a material adverse 16 Table of Contents effect on our business.
Decreases in Active Customers, average spend per customer, or retention and renewal rates for our Good Sam services and plans has, at times, negatively affected and could in the future negatively affect our financial performance, and a prolonged period of depressed consumer spending could have a material adverse effect on our business. For instance, our Active Customers declined in 2025.
Our business depends in part on developing and maintaining productive relationships with third-party providers of services, protection plans, products and resources that we market to our customers. During the year ended December 31, 2024, we sourced our products from over 2,800 domestic and international vendors.
Our business depends in part on developing and maintaining productive relationships with third-party providers of services, protection plans, products and resources that we market to our customers. During the year ended December 31, 2025, we sourced our products from over 1,300 domestic and international vendors.
Contracts in transit are included in current assets in our consolidated financial statements included in Item 8 of Part II of this Form 10-K and totaled $61.2 million and $60.2 million as of December 31, 2024 and December 31, 2023, respectively.
Contracts in transit are included in current assets in our consolidated financial statements included in Item 8 of Part II of this Form 10-K and totaled $53.3 million and $61.2 million as of December 31, 2025 and December 31, 2024, respectively.
Additionally, many of our U.S.-based suppliers source some of their components from these countries, which could result in higher procurement costs from U.S.-based suppliers. In 2024, our costs applicable to revenue included the costs of directly sourced inventory from China, Mexico, and Canada of approximately $27.0 million, $10.0 million and $2.0 million, respectively.
Additionally, many of our U.S.-based suppliers source some of their components from these countries, which could result in higher procurement costs from U.S.-based suppliers. In 2025, our costs applicable to revenue included the costs of directly sourced inventory from China, Mexico, and Canada of approximately $37.5 million, $10.5 million and $2.3 million, respectively.
As of December 31, 2024, we had up to $1.85 billion in maximum borrowing capacity under our Eighth Amended and Restated Credit Agreement for floor plan financing (the “Floor Plan Facility”) (see Note 4 ─ Inventories and Floor Plan Payables to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).
As of December 31, 2025, we had up to $2.15 billion in maximum borrowing capacity under our Ninth Amended and Restated Credit Agreement for floor plan financing (the “Floor Plan Facility”) (see Note 4 ─ Inventories and Floor Plan Payables to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).
If we are unable to expand our e-commerce business, our growth plans will suffer, and the price of our common stock could decline.
If we are unable to expand our e-commerce business, our growth plans may suffer, and the price of our Class A common stock could decline.
If we or our service providers are unable to comply with the security standards established by banks and the payment card industry, we may be subject to fines, restrictions and expulsion from card acceptance programs, which could materially and adversely affect our business.
If we or our service providers are unable to comply with the security standards established by banks and the payment card industry, we may be subject to fines, restrictions and expulsion from card acceptance programs, which could materially and adversely affect our business. Our business may be affected by the evolving regulatory framework for AI Technologies.
Our success depends to a significant extent on the well-being, as well as the continued popularity and reputation for quality, of our manufacturers, particularly Thor Industries, Inc. and Forest River, Inc. Thor Industries, Inc. and Forest River, Inc. supplied approximately 61.4% and 30.2%, respectively, of our new RV inventory as of December 31, 2024.
Our success depends to a significant extent on the well-being, as well as the continued popularity and reputation for quality, of our manufacturers, particularly Thor Industries, Inc. and Forest River, Inc. Thor Industries, Inc. and Forest River, Inc. supplied approximately 58.4% and 34.4%, respectively, of our new RV inventory as of December 31, 2025.
The Voting Agreement also provides that, for so long as the ML Related Parties, directly or indirectly, beneficially own, in the aggregate, 27.5% or more of our Class A common stock (assuming that all outstanding common units of CWGS, LLC are redeemed for newly-issued shares of our Class A common stock, on a one-for-one basis), the approval of ML 37 Table of Contents Acquisition, as applicable, will be required for the hiring and termination of our Chief Executive Officer; provided, however, that the approval of the ML Related Parties is only required at such time as Marcus A.
The Voting Agreement also provides that, for so long as the ML Related Parties, directly or indirectly, beneficially own, in the aggregate, 27.5% or more of our Class A common stock (assuming that all outstanding common units of CWGS, LLC are redeemed for newly-issued shares of our Class A common stock, on a one-for-one basis), the approval of ML Acquisition, as applicable, will be required for the hiring and termination of our Chief Executive Officer.
See Item 1A, “Risk Factors ― Fuel shortages, high prices for fuel, or changes in energy sources could have a negative effect on our business.” for additional information on these regulations and recent executive orders impacting such regulations.
See Item 1A, “Risk Factors ― Fuel shortages, high prices for fuel, or changes in energy sources could have a negative effect on our business.” for additional information on these regulations and recent actions by the Trump Administration impacting such regulations.
For information regarding these lawsuits, refer to Note 14, Commitments and Contingencies – Litigation of our consolidated financial statements included in Part II, Item 8 of this Form 10-K. The results of the securities class action lawsuits, stockholder derivative lawsuits, and any other current or future legal proceedings cannot be predicted with certainty.
For information regarding these lawsuits, refer to Note 14, Commitments and Contingencies – Litigation of our consolidated financial statements included in Part II, Item 8 of this Form 10-K. 36 Table of Contents The results of any current or future legal proceedings cannot be predicted with certainty.
For instance, our Active Customers declined in 2024. In prior years and to some extent in 2024, promotional activities and decreased demand for consumer products affected our profitability and margins, and this negative impact could return or worsen in future periods.
In prior years and to some extent in 2025, promotional activities and decreased demand for consumer products affected our profitability and margins, and this negative impact could return or worsen in future periods.
From 2015 to 2024, new vehicle travel trailer units as a percent of total new vehicles increased from 62% to 77% of total new vehicle unit sales.
From 2015 to 2025, new vehicle travel trailer units as a percent of total new vehicles increased from 62% to 79% of total new vehicle unit sales.
At December 31, 2024, we had an aggregate of 187,497,904 shares of Class A common stock authorized but unissued, including 39,895,393 shares of Class A common stock issuable, at our election, upon redemption of CWGS, LLC common units held by the Continuing Equity Owners.
At December 31, 2025, we had an aggregate of 186,563,304 shares of Class A common stock authorized but unissued, including 39,895,393 shares of Class A common stock issuable, at our election, upon redemption of CWGS, LLC common units held by the Continuing Equity Owners.
Federal and state authorities also have various environmental control standards relating to air, water, noise pollution and hazardous waste generation and disposal which affect our business and operations. We and the RVs we sell are subject to environmental regulations that may adversely impact us.
Certain jurisdictions also prohibit the sale of vehicles exceeding length restrictions. Federal and state authorities also have various environmental control standards relating to air, water, noise pollution and hazardous waste generation and disposal which affect our business and operations. We and the RVs we sell are subject to environmental regulations that may adversely impact us.
Some of these risks may be beyond our ability to control, such as the effects of negative publicity regarding our manufacturers, suppliers or third-party providers of services or negative publicity related to members of management. Any of these events could result in decreases in revenues.
Some of these risks may be beyond our ability to control, such as the effects of negative publicity regarding our manufacturers, suppliers or third-party providers of services or negative publicity related to members of management.
In addition, unusually severe weather conditions in some geographic areas may impact demand. 22 Table of Contents On average, over the three years ended December 31, 2024, we generated 30.5% and 27.5% of our annual revenue in the second and third fiscal quarters, respectively, which include the spring and summer months.
In addition, unusually severe weather conditions in some geographic areas may impact demand. On average, over the three years ended December 31, 2025, we generated 30.4% and 28.1% of our annual revenue in the second and third fiscal quarters, respectively, which include the spring and summer months.

… 100 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

7 edited+2 added−1 removed3 unchanged
Biggest changeThe Committee oversees management’s implementation of our cybersecurity risk management program. The Committee receives briefings from our information security team (“Information Security”) on our cybersecurity risks no less than annually. In addition, management updates the Committee in addition to the full Board, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential.
Biggest changeCybersecurity Governance Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee (“Committee”) oversight of cybersecurity and other information technology risks. The Committee oversees management’s implementation of our cybersecurity risk management program. The Committee receives briefings from our information security team (“Information Security”) on our cybersecurity risks no less than annually.
Information Security has significant experience in incident response, forensics, vulnerability management, network security administration, fraud prevention, and other governance, risk, and compliance areas. Information Security maintains subject matter expert level knowledge in cybersecurity frameworks and governance organizations such as NIST, ISO 27001, and PCI-DSS, along with industry certifications commensurate with their roles. ​
Information Security has significant experience in incident response, forensics, vulnerability management, network security administration, fraud prevention, and other governance, risk, and compliance areas. Information Security maintains subject matter expert level knowledge in cybersecurity frameworks and governance organizations such as NIST, ISO 27001, and PCI-DSS, along with industry certifications commensurate with their roles. ​ 48 Table of Contents
Our cybersecurity risk management program is integrated into our overall enterprise risk management program , and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, operational, and financial risk areas. ​ Our cybersecurity risk management program includes: ● risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; ● a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, (3) our cybersecurity operations center and third party service providers responsible for monitoring and measuring threats , and (4) our response to cybersecurity incidents; ​ ● the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls; ● regular testing of our critical systems to identify and address potential vulnerabilities; ​ ● cybersecurity awareness training of our employees, incident response personnel, and senior management; ● a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and ● a third party risk management process for certain service providers, suppliers, and vendors.
Our cybersecurity risk management program is integrated into our overall enterprise risk management program , and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, operational, and financial risk areas. ​ Our cybersecurity risk management program includes: ● risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; ● a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, (3) our cybersecurity operations center and third party service providers responsible for monitoring and measuring threats , and (4) our response to cybersecurity incidents; ​ ● the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls; ● regular testing of our critical systems to identify and address potential vulnerabilities; ​ ● cybersecurity awareness training of our employees, incident response personnel, and senior management; 47 Table of Contents ● a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and ● a third party risk management process for certain service providers that is calibrated based on our assessment of each provider’s operational criticality, level of access to our systems and data, and respective risk profile.
Reports may include briefings that have been informed by internal security personnel, threat intelligence and other information obtained from governmental, public, or private sources in addition to alerts and reports produced by security tools deployed in the IT environment.
Reports may include briefings that have been informed by internal security personnel, threat intelligence and other information obtained from governmental, public, or private sources in addition to alerts and reports produced by security tools deployed in the IT environment. Our CISO has approximately 30 years of IT and cybersecurity leadership.
To date, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents (including the Cybersecurity Incident), that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition , however we cannot guarantee that material incidents will not occur in the future. 47 Table of Contents Cybersecurity Governance Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee (“Committee”) oversight of cybersecurity and other information technology risks.
To date, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition , however we cannot guarantee that material incidents will not occur in the future.
Management receives periodic reporting on the status of projects to strengthen the security of our IT systems and efforts regarding the prevention, detection, mitigation, and remediation of cybersecurity events.
Our CISO reports to the Chief Administrative and Legal Officer, and together with our Chief Technology Officer, regularly updates our management team on efforts regarding the prevention, detection, mitigation, and remediation of cybersecurity events and security enhancements.
Information Security is responsible for leading enterprise-wide cybersecurity strategy, policy, standards, architecture, and processes.
In addition, management updates the Committee in addition to the full Board, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential. Our Chief Information Security Officer (“CISO”) is primarily responsible for leading enterprise-wide cybersecurity strategy, policy, standards, architecture, and processes.
Removed
Information Security reports to the Chief Administrative and Legal Officer, who, together with other members of our management team, including the Chief Financial Officer and President, is responsible for assessing and managing our material risks from cybersecurity threats based on regular reports from Information Security and information technology (“IT”) teams.
Added
See “Risk Factors ─ Risks Relating to Regulation and Litigation ─ “A failure in our e-commerce operations, security breaches and cybersecurity risks could disrupt our business and lead to reduced sales and growth prospects and reputational damage.“ and “Disruptions or breaches involving our or our third-party providers’ IT Systems or Confidential Information could interrupt our operations, compromise our reputation, expose us to litigation, government enforcement actions and costly response measures and could have a material adverse effect on our business, financial condition and results of operations.” included in Part I, Item 1A of this Form 10-K.
Added
With a strong foundation in risk management and oversight, his previous roles included overseeing technology infrastructure and secured operations in addition to leading IT audit and assurance teams at multi-billion-dollar manufacturers. Our CISO holds an MBA, a B.S. in Computer Engineering, is CISSP, CISM, CISA, and CRISC certified and is a specialist in securing operational technology.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−1 removed2 unchanged
Biggest changeThe table below sets forth certain information concerning our offices and distribution centers as of December 31, 2024, and the lease expiration dates include all stated option periods. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Square Feet Acres Lease Expiration (1) ​ Owned Office Facilities: ​ ​ ​ ​ ​ ​ ​ ​ Lincolnshire, Illinois (Corporate headquarters and RV and Outdoor Retail headquarters) ​ 42,845 ​ ​ ​ ​ ​ X Englewood, Colorado (Good Sam Services and Plans operations, customer contact and service center and information system functions) ​ 59,704 ​ ​ ​ 2054 ​ ​ Bowling Green, Kentucky (RV and Outdoor Retail administrative and information systems functions) ​ 33,947 ​ ​ ​ 2054 ​ ​ Oxnard, California (Good Sam Services and Plans publishing and administrative) (2) ​ 10,254 ​ ​ ​ 2025 ​ ​ Lakeville, Minnesota (RV and Outdoor Retail administrative and information systems functions) ​ 11,961 ​ ​ ​ 2047 ​ ​ Chicago, Illinois (Administrative and information systems functions) ​ 15,976 ​ ​ ​ 2039 ​ ​ Retail Distribution Centers: ​ ​ ​ ​ ​ ​ ​ ​ Lebec, CA (RV and Outdoor Retail) ​ 389,160 ​ 32.9 ​ 2026 ​ ​ Lebanon, Indiana (RV and Outdoor Retail) ​ 707,952 ​ 32.3 ​ 2040 ​ ​ ​ 48 Table of Contents (1) Assumes exercise of applicable lease renewal options.
Biggest changeThe table below sets forth certain information concerning our offices and distribution centers as of December 31, 2025, and the lease expiration dates include all stated option periods. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Square Feet ​ ​ ​ Acres ​ ​ ​ Lease Expiration (1) ​ Owned Office Facilities: ​ ​ ​ ​ ​ ​ ​ ​ Lincolnshire, Illinois (Corporate headquarters and RV and Outdoor Retail headquarters) ​ 42,845 ​ ​ ​ ​ ​ X Englewood, Colorado (Good Sam Services and Plans operations, customer contact and service center and information system functions) ​ 59,704 ​ ​ ​ ​ ​ X Bowling Green, Kentucky (RV and Outdoor Retail administrative and information systems functions) ​ 33,947 ​ ​ ​ 2054 ​ ​ Oxnard, California (Good Sam Services and Plans publishing and administrative) ​ 4,908 ​ ​ ​ 2030 ​ ​ Lakeville, Minnesota (RV and Outdoor Retail administrative and information systems functions) ​ 11,961 ​ ​ ​ 2047 ​ ​ Chicago, Illinois (Administrative and information systems functions) ​ 15,976 ​ ​ ​ 2039 ​ ​ Mesa, Arizona (call center and administrative functions) ​ 6,690 ​ ​ ​ 2026 ​ ​ Manassas, VA (administrative functions) ​ 5,967 ​ ​ ​ 2032 ​ ​ Rochester, NY (administrative functions) ​ 4,000 ​ ​ ​ 2026 ​ ​ Retail Distribution Centers: ​ ​ ​ ​ ​ ​ ​ ​ Lebec, CA (RV and Outdoor Retail) ​ 389,160 ​ 32.9 ​ 2026 ​ ​ Lebanon, Indiana (RV and Outdoor Retail) ​ 707,952 ​ 32.3 ​ 2040 ​ ​ ​ (1) Assumes exercise of applicable lease renewal options. ​ As of December 31, 2025, most of the properties, including the above and most of our 196 store locations, were leased through 234 leases.
These locations generally range in size from approximately 20,000 to 80,000 square feet and are typically situated on approximately 8 to 50 acres. The leases for our store locations typically have terms of 10 years, with multiple renewal terms of five years each.
Our retail locations are located in 44 states, generally ranging in size from approximately 10,000 to 80,000 square feet, and are typically situated on approximately 8 to 45 acres. The leases for our store locations typically have terms between 5 to 20 years, with multiple renewal terms of five years each.
Removed
(2) The Company will relocate this office in March 2025 to a new lease in Oxnard, California of approximately 5,000 square feet and a lease expiration (1) of 2028. As of December 31, 2024, we had 206 store locations in 43 states of which we lease 165 locations.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

2 edited+0 added−0 removed2 unchanged
Biggest changeWe are also engaged in various other legal actions, claims and proceedings arising in the ordinary course of business, including claims related to employment-related matters, breach of contracts, products liabilities, consumer protection and intellectual property matters resulting from our business activities.
Biggest changeWe are also engaged in various other legal actions, claims and proceedings arising in the ordinary course of business, including but not limited to employee wage and hour and other employment related matters, as well as breach of contract, trade practices, property liability, commercial, and environmental health and safety matters.
Certain of these litigation matters could result in an adverse outcome to us, and any such adverse outcome could have a material adverse effect on our business, financial condition and results of operations. ​
Certain of these litigation matters could result in an adverse outcome to us, and any such adverse outcome could have a material adverse effect on our business, financial condition and results of operations. 49 Table of Contents ​

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

23 edited+1 added−4 removed22 unchanged
Biggest changeKirn joined the Company in September 2019 as the Chief Financial Officer for FreedomRoads, LLC (“FreedomRoads”), an indirect subsidiary of the Company. Prior to joining FreedomRoads, Mr. Kirn held various roles at Ernst & Young, LLP from 2009 to 2019. Mr. Kirn holds a B.A. in Accounting and a B.A. in Hispanic Studies from Illinois Wesleyan University. Lindsey J.
Biggest changeKirn held various roles at Ernst & Young, LLP from 2009 to 2019. Mr. Kirn holds a B.A. in Accounting and a B.A. in Hispanic Studies from Illinois Wesleyan University. Lindsey J. Christen has served as Chief Administrative and Legal Officer of Camping World Holdings, Inc. and CWGS, LLC and its subsidiaries since July 2023. Ms.
Lane has served on the Board of Directors of Camping World Holdings, Inc. since March 2024. Ms. Lane served as the Chief Information Officer at TJX Companies, a multinational off-price department store corporation, from 2008 to 2013.
Kathleen S. Lane has served on the Board of Directors of Camping World Holdings, Inc. since March 2024. Ms. Lane served as the Chief Information Officer at TJX Companies, a multinational off-price department store corporation, from 2008 to 2013.
George also currently serves or previously served as a director of various public and private companies, including Image Entertainment, Inc., a formerly public independent distributor of home entertainment programming, from 2010 to 2012, Oakley, Inc., a public sports equipment and lifestyle accessories manufacturer, from 2004 to 2007, BRG Sports Inc. since 2013, 3 Day Blinds Inc. from 2007 to 2015, and Oreck Corporation from 2008 to 2012.
George previously served as a director of various public and private companies, including Image Entertainment, Inc., a formerly public independent distributor of home entertainment programming, from 2010 to 2012, Oakley, Inc., a public sports equipment and lifestyle accessories manufacturer, from 2004 to 2007, BRG Sports Inc. since 2013, 3 Day Blinds Inc. from 2007 to 2015, and Oreck Corporation from 2008 to 2012.
Cassidy’s private equity investment and company oversight experience and background with respect to acquisitions, debt financings and equity financings make him well qualified to serve on our Board of Directors. Mary J. George has served on the Board of Directors of Camping World Holdings, Inc. since January 2017.
Cassidy’s private equity investment and company oversight experience and background with respect to acquisitions, debt financings and equity financings make him well qualified to serve on our Board of Directors. 51 Table of Contents Mary J. George has served on the Board of Directors of Camping World Holdings, Inc. since January 2017. Since January 2022, Ms.
Malone was Vice President and Treasurer of Polaris from December 1994 to January 1997 and was Chief Financial Officer and Treasurer of a predecessor company of Polaris from January 1993 to December 1994. Mr. Malone joined Polaris in 1984 after four years with Arthur Andersen LLP. Mr.
Malone also served as Corporate Secretary. Mr. Malone was Vice President and Treasurer of Polaris from December 1994 to January 1997 and was Chief Financial Officer and Treasurer of a predecessor company of Polaris from January 1993 to December 1994. Mr. Malone joined Polaris in 1984 after four years with Arthur Andersen LLP. Mr.
Moody previously served as Camping World Holdings, Inc.’s Chief Operating and Legal Officer from March 2016 to September 2018, as the Chief Operating and Legal Officer of CWGS, LLC and its subsidiaries since January 2016, as the Executive Vice President and Chief Administrative and Legal Officer of CWGS, LLC from February 2011 to December 31, 2015, as the Executive Vice President and Chief Administrative and Legal Officer of Good Sam Enterprises, LLC from January 2011 to December 2015, as the Executive Vice President and Chief Administrative and Legal Officer of FreedomRoads, LLC and Camping World, Inc. from 2010 until December 2015, as Executive Vice President/General Counsel and Business Development of Camping World, Inc. and FreedomRoads, LLC from 2006 to 2010, as Senior Vice President/General Counsel and Business Development of Camping World, Inc. and Good Sam Enterprises, LLC from 2004 to 2006 and as Vice President and General Counsel of Camping World, Inc. from 2002 to 2004.
Moody previously served as a Senior Advisor to Camping World Holdings, Inc. from July 1, 2024 through December 31, 2024, as President of Camping World Holdings, Inc. and President of CWGS Enterprises, LLC from September 2018 to June 30, 2024, as Camping World Holdings, Inc.’s Chief Operating and Legal Officer from March 2016 to September 2018, as the Chief Operating and Legal Officer of CWGS, LLC and its subsidiaries since January 2016, as the Executive Vice President and Chief Administrative and Legal Officer of CWGS, LLC from February 2011 to December 31, 2015, as the Executive Vice President and Chief Administrative and Legal Officer of Good Sam Enterprises, LLC from January 2011 to December 2015, as the Executive Vice President and Chief Administrative and Legal Officer of FreedomRoads, LLC and Camping World, Inc. from 2010 until December 2015, as Executive Vice President/General Counsel and Business Development of Camping World, Inc. and FreedomRoads, LLC from 2006 to 2010, as Senior Vice President/General Counsel and Business Development of Camping World, Inc. and Good Sam Enterprises, LLC from 2004 to 2006 and as Vice President and General Counsel of Camping World, Inc. from 2002 to 2004.
George’s experience in sales, marketing and general management in the consumer products industry, as well as success in the development of internationally renowned branded products, provides our Board of Directors with greater insight in the areas of product branding and strategic growth in the consumer products industry, and make her well-qualified to serve on our Board of Directors. 51 Table of Contents Kathleen S.
Ms. George’s experience in sales, marketing and general management in the consumer products industry, as well as success in the development of internationally renowned branded products, provides our Board of Directors with greater insight in the areas of product branding and strategic growth in the consumer products industry, and make her well-qualified to serve on our Board of Directors.
She has also served on the board of ASP Conair Holdings LP, owner of Conair Corporation, a private U.S.- based company that sells small appliances, personal care, and health and beauty products, since January 2022.
George has also served on the board of ASP Conair Holdings LP, owner of Conair Corporation, a private U.S.- based company that sells small appliances, personal care, and health and beauty products.
Malone's experiences as the former Chief Financial Officer of a public company, his public company board experience, and his in-depth knowledge of the outdoor lifestyle industry make him well qualified to serve on our Board of Directors. Brent L.
Malone's experiences as the former Chief Financial Officer of a public company, his public company board experience, and his in-depth knowledge of the outdoor lifestyle industry make him well qualified to serve on our Board of Directors. 52 Table of Contents K.
Moody’s extensive legal experience, his experience in various areas of complex business transactions and mergers and acquisitions, and his extensive knowledge of the Company’s operations make him well qualified to serve on our Board of Directors. 52 Table of Contents K.
Moody’s extensive legal experience, his experience in various areas of complex business transactions and mergers and acquisitions, and his extensive knowledge of the Company’s operations make him well qualified to serve on our Board of Directors. Andris A.
Lane then served as Chief Information Officer at Gillette and as director, technology services of Pepsi Cola International. She has served on the Board of Directors of Hanover Insurance Group, Inc., an insurance company, since September 2018. Ms.
Lane then served as Chief Information Officer at GE Oil & Gas in Florence, Italy from 2000 to 2002, as Chief Information Officer at Gillette and as director, technology services of Pepsi Cola International. She has served on the Board of Directors of Hanover Insurance Group, Inc., an insurance company, since September 2018. Ms.
Malone has served on the board and on the Audit (chair), Finance and Nominating and Governance Committees of Armstrong Flooring, Inc., a formerly publicly traded leading global producer of flooring products, since October 2016 as well as the boards of various nonprofit organizations. Mr. Malone has served on the board of Don Stevens, LLC, a private company, since May 2021.
Malone has served on the board of Don Stevens, LLC, a private company, since May 2021. Previously, Mr. Malone served on the board and on the Audit (chair), Finance and Nominating and Governance Committees of Armstrong Flooring, Inc., a formerly publicly traded leading global producer of flooring products, from 2016 to 2023. Mr.
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 49 Table of Contents Information About Our Executive Officers and Directors The following table provides information regarding the Company’s executive officers and directors (ages are as of February 28, 2025): ​ ​ ​ ​ ​ Name Age Position(s) Marcus A. Lemonis ​ 51 ​ Chairman and Chief Executive Officer Matthew D.
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. Information About Our Executive Officers and Directors The following table provides information regarding the Company’s executive officers and directors (ages are as of February 27, 2025): ​ ​ ​ ​ ​ Name ​ ​ ​ Age ​ ​ ​ Position(s) Matthew D.
Mr. Malone previously served on the board of Stevens Equipment Supply LLC, a private company, from May 2011 until October 2020. Mr. Malone received a B.A. in accounting and business administration from St. John's University (Collegeville, Minnesota). Mr.
Malone also served on the board of Stevens Equipment Supply LLC, a private company, from 2011 to 2020, as well as the boards of various nonprofit organizations. Mr. Malone received a B.A. in accounting and business administration from St. John's University (Collegeville, Minnesota). Mr.
Ms. Lane’s experience in retail industries and as a Chief Information Officer provides our Board of Directors with valuable expertise in key focus areas and makes Ms. Lane well qualified to serve on our Board of Directors. Michael W. Malone has served on the Board of Directors of Camping World Holdings, Inc. since May 2019. Mr.
Ms. Lane has served as a trustee and on the finance committee of Hebrew SeniorLife, a nonprofit organization, since 2022. Ms. Lane’s experience in retail industries and as a Chief Information Officer provides our Board of Directors with valuable expertise in key focus areas and makes Ms. Lane well qualified to serve on our Board of Directors. Michael W.
(formerly Viad Corp), since August 2020, and currently serves as a director of various private companies, including Saber Interactive since September 2024, Journey Beyond since July 2024, Hornblower Holdings since April 2018, Congruex LLC since November 2017, FC3 since November 2020 and Digicomm since August 2020. Mr.
Cassidy currently serves as a director of Pursuit Attractions and Hospitality Inc., since August 2020, and has served as a director of various private companies, including Saber Interactive since September 2024, Journey Beyond since July 2024, FC3 since November 2020, Digicomm since August 2020, Hornblower Holdings since April 2018, Congruex LLC since November 2017, and WideOpenWest, Inc. since December 2015.
Malone was Vice President, Finance and Chief Financial Officer of Polaris Industries Inc. ("Polaris"), a manufacturer of power sports vehicles, from January 1997 to July 2015 and retired from Polaris in March 2016. From January 1997 to January 2010, Mr. Malone also served as Corporate Secretary. Mr.
Malone has served on the Board of Directors of Camping World Holdings, Inc. since May 2019. Mr. Malone was Vice President, Finance and Chief Financial Officer of Polaris Industries Inc. ("Polaris"), a manufacturer of power sports vehicles, from January 1997 to July 2015 and retired from Polaris in March 2016. From January 1997 to January 2010, Mr.
Lane ​ 67 ​ Director Michael W. Malone ​ 66 ​ Director Brent L. Moody ​ 63 ​ Director K. Dillon Schickli ​ 71 ​ Director Set forth below is a description of the background of each of the Company’s executive officers and directors. Marcus A.
Cassidy ​ 52 ​ Director Mary J. George ​ 75 ​ Director Kathleen S. Lane ​ 68 ​ Director Michael W. Malone ​ 67 ​ Director K. Dillon Schickli ​ 72 ​ Director Set forth below is a description of the background of each of the Company’s executive officers and directors. Matthew D.
Wagner ​ 39 ​ President and Chief Operating Officer Thomas E. Kirn ​ 38 ​ Chief Financial and Accounting Officer Lindsey J. Christen ​ 44 ​ Chief Administrative and Legal Officer and Secretary Andris A. Baltins ​ 79 ​ Director Brian P. Cassidy ​ 51 ​ Director Mary J. George ​ 74 ​ Director Kathleen S.
Wagner ​ 40 ​ Chief Executive Officer and President and Director Thomas E. Kirn ​ 39 ​ Chief Financial and Accounting Officer Lindsey J. Christen ​ 45 ​ Chief Administrative and Legal Officer and Secretary Brent Moody ​ 64 ​ Chairman of the Board of Directors Andris A. Baltins ​ 80 ​ Director Brian P.
Wagner previously served as Chief Operating Officer from January 2023 to June 2024, Executive Vice President from August 2019 to December 2022, Senior Vice President, Sales, Marketing, and Corporate Development, from December 2018 to August 2019, and the Vice President of Inventory Operations for FreedomRoads, LLC from May 2016 to December 2018. Mr.
Prior to these roles, he served as Executive Vice President from August 2019 to December 2022, Senior Vice President, Sales, Marketing, and Corporate Development from December 2018 to August 2019. Mr.
Moody served as a Senior Advisor to Camping World Holdings, Inc. from July 1, 2024 through December 31, 2024, as President of Camping World Holdings, Inc. and President of CWGS Enterprises, LLC from September 2018 to June 30, 2024, and on the Board of Directors of Camping World Holdings, Inc. since May 2018. Mr.
Wagner has served as Camping World Holdings, Inc.’s Chief Executive Officer, President, and as a member of the Board of Directors since January 1, 2026. Mr. Wagner previously served as President from July 2024 to December 2025 and as Chief Operating Officer from January 2023 to June 2024.
Christen received a J.D. from Brooklyn Law School in 2007 and a B.A. from Villanova University. 50 Table of Contents Andris A.
Christen received a J.D. from Brooklyn Law School in 2007 and a B.A. from Villanova University. 50 Table of Contents Brent Moody has served as Camping World Holdings, Inc.’s Chairman of the Board of Directors since January 1, 2026 and as a member of the Board of Directors of Camping World Holdings, Inc. since May 2018. Mr.
Wagner joined the Company in 2007 as an inventory analyst. Mr. Wagner received a B.S. degree in Finance and Operations and Supply Chain from Marquette University. Thomas E. Kirn has served as the Company’s Chief Financial Officer since July 2024 and has served as the Company’s Chief Accounting Officer since September 2020. Mr.
Kirn has served as the Company’s Chief Financial Officer since July 2024 and has served as the Company’s Chief Accounting Officer since September 2020. Mr. Kirn joined the Company in September 2019 as the Chief Financial Officer for FreedomRoads, LLC (“FreedomRoads”), an indirect subsidiary of the Company. Prior to joining FreedomRoads, Mr.
Removed
Lemonis has served as Camping World Holdings, Inc.’s Chairman and Chief Executive Officer and on the Board of Directors of Camping World Holdings, Inc. since March 2016, as the President and Chief Executive Officer and on the Board of Directors of CWGS, LLC since February 2011, as the Chief Executive Officer and on the Board of Directors of Good Sam Enterprises, LLC since January 2011, as President and Chief Executive Officer and on the Board of Directors of Camping World, Inc. since September 2006 and as the President and Chief Executive Officer and on the Board of Directors of FreedomRoads, LLC since May 1, 2003.
Added
Wagner originally joined the Company in 2007 as an intern and held various leadership positions within the organization and its subsidiaries, including Vice President of Inventory Operations for FreedomRoads, LLC from May 2016 to December 2018. He received a B.S. degree in Finance and Operations and Supply Chain Management from Marquette University. Thomas E.
Removed
Mr. Lemonis received a B.A. from Marquette University. Mr. Lemonis’ extensive experience in retail, RV and automotive, business operations and entrepreneurial ventures makes him well qualified to serve on our Board of Directors. Matthew D. Wagner has served as Camping World Holdings, Inc.’s President since July 2024. Mr.
Removed
Christen has served as Chief Administrative and Legal Officer of Camping World Holdings, Inc. and CWGS, LLC and its subsidiaries since July 2023. Ms.
Removed
Cassidy currently serves as a director of WideOpenWest, Inc., since December 2015, and Pursuit Attractions and Hospitality Inc.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

15 edited+3 added−2 removed5 unchanged
Biggest changeWe do not currently believe that the restrictions contained in our existing indebtedness will impair the ability of CWGS, LLC to make the distributions or pay the dividends as described above. Our dividend policy has certain risks and limitations, particularly with respect to liquidity, and we may not pay future dividends according to our policy, or at all.
Biggest changeWe do not currently believe that the restrictions contained in our existing indebtedness would impair our ability to make distributions or pay a dividend.
CWGS, LLC is required to make cash distributions in accordance with the CWGS LLC Agreement in an amount sufficient for us to pay any expenses incurred by us in connection with the regular quarterly cash dividend, along with any of our other operating expenses and other obligations.
CWGS, LLC is required to make cash distributions in accordance with the CWGS LLC Agreement in an amount sufficient for us to pay any expenses incurred by us in connection with any regular quarterly cash dividend, along with any of our other operating expenses and other obligations.
Typically, based on the current applicable effective tax rates, we expect that (i) the assumed tax rate that will be used for purposes of determining tax distributions from CWGS, LLC will exceed our actual combined federal, state and local tax rate (assuming no changes in corporate tax rates) and (ii) the annual amount of tax distributions paid to us will exceed the sum of (A) our actual annual tax 53 Table of Contents liability and (B) the annual amount payable by us under the Tax Receivable Agreement (assuming no early termination of the Tax Receivable Agreement) (such excess in clauses (A) and (B), collectively referred to herein as the "Excess Tax Distribution").
Typically, based on the current applicable effective tax rates, we 53 Table of Contents expect that (i) the assumed tax rate that will be used for purposes of determining tax distributions from CWGS, LLC will exceed our actual combined federal, state and local tax rate (assuming no changes in corporate tax rates) and (ii) the annual amount of tax distributions paid to us will exceed the sum of (A) our actual annual tax liability and (B) the annual amount payable by us under the Tax Receivable Agreement (assuming no early termination of the Tax Receivable Agreement) (such excess in clauses (A) and (B), collectively referred to herein as the "Excess Tax Distribution").
Issuer Purchases of Equity Securities The following table presents information related to our repurchases of Class A common stock for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs (1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs (1) October 1, 2024 to October 31, 2024 ​ — ​ $— ​ — ​ $120,166,000 November 1, 2024 to November 30, 2024 ​ — ​ — ​ — ​ 120,166,000 December 1, 2024 to December 31, 2024 ​ — ​ — ​ — ​ 120,166,000 Total ​ — ​ $— ​ — ​ $120,166,000 (1) On October 30, 2020, our Board of Directors authorized a stock repurchase program for the repurchase of up to $100.0 million of the Company’s Class A common stock, expiring on October 31, 2022.
Issuer Purchases of Equity Securities The following table presents information related to our repurchases of Class A common stock for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ Period ​ ​ ​ Total Number of Shares Purchased ​ ​ ​ Average Price Paid per Share ​ ​ ​ Total Number of Shares Purchased as Part of Publicly Announced Programs (1) ​ ​ ​ Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs (1) October 1, 2025 to October 31, 2025 ​ — ​ $— ​ — ​ $120,166,000 November 1, 2025 to November 30, 2025 ​ — ​ — ​ — ​ 120,166,000 December 1, 2025 to December 31, 2025 ​ — ​ — ​ — ​ — Total ​ — ​ $— ​ — ​ $— (1) On October 30, 2020, our Board of Directors authorized a stock repurchase program for the repurchase of up to $100.0 million of the Company’s Class A common stock, expiring on October 31, 2022.
In general, tax distributions are made on a quarterly basis, to each member of CWGS, LLC, including us, based on such member's allocable share of the taxable income of CWGS, LLC (which, in our case, will be determined without regard to any Basis Adjustments described in our Tax Receivable Agreement) and an assumed tax rate based on the highest combined federal, state, and local tax rate that may potentially apply to any one of CWGS, LLC's members (46.70% in 2024, 2023 and 2022), regardless of the actual final tax liability of any such member.
In general, tax distributions are made on a quarterly basis, to each member of CWGS, LLC, including us, based on such member's allocable share of the taxable income of CWGS, LLC (which, in our case, will be determined without regard to any Basis Adjustments described in our Tax Receivable Agreement) and an assumed tax rate based on the highest combined federal, state, and local tax rate that may potentially apply to any one of CWGS, LLC's members (46.70% in 2025, 2024 and 2023), regardless of the actual final tax liability of any such member.
The table above excludes shares net settled by the Company in connection with tax withholdings associated with the vesting of restricted stock units as these shares were not issued and outstanding. 54 Table of Contents Stock Performance Graph The following graph and table illustrate the total return for the five years ended December 31, 2024 for (i) our Class A common stock, (ii) the Standard and Poor’s (“S&P”) 500 Index, and (iii) the S&P 500 Consumer Discretionary Distribution & Retail Index.
The table above excludes shares net settled by the Company in connection with tax withholdings associated with the vesting of restricted stock units as these shares were not issued and outstanding. 54 Table of Contents Stock Performance Graph The following graph and table illustrate the total return for the five years ended December 31, 2025 for (i) our Class A common stock, (ii) the Standard and Poor’s (“S&P”) 500 Index, and (iii) the S&P 500 Consumer Discretionary Distribution & Retail Index.
The graph and table assume that $100 was invested on December 31, 2019 in each of our Class A common stock, the S&P 500 Index, and S&P 500 Consumer Discretionary Distribution & Retail Index and that any dividends were reinvested. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ 2019 ​ 2020 2021 2022 2023 2024 Camping World Holdings, Inc.
The graph and table assume that $100 was invested on December 31, 2020 in each of our Class A common stock, the S&P 500 Index, and S&P 500 Consumer Discretionary Distribution & Retail Index and that any dividends were reinvested. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ ​ ​ 2020 ​ 2021 ​ ​ ​ 2022 ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 Camping World Holdings, Inc.
See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" and "Risk Factors—Risks Relating to Ownership of Our Class A Common Stock—Our ability to pay regular and special 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” in this Form 10-K.
See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" 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” in this Form 10-K.
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 of the Company’s Class A common stock, respectively. Following these extensions, the stock repurchase program now expires on December 31, 2025.
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 of the Company’s Class A common stock, respectively. Following these extensions, the stock repurchase program expired on December 31, 2025.
Used with permission. All rights reserved Copyright 1980-2025. Index Data: Copyright Standard and Poor’s, Inc. Used with permission. All rights reserved. Recent Sales of Unregistered Securities None. ITEM 6. [Reserved] ​ 55 Table of Contents
Used with permission. All rights reserved Copyright 1980-2026. Index Data: Copyright Standard and Poor’s, Inc. Used with permission. All rights reserved. Recent Sales of Unregistered Securities None. ITEM 6. [Reserved] ​ 55 Table of Contents
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, any Excess Tax Distributions, 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.
If we determine to resume 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, any Excess Tax Distributions, 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.
Holders of Record As of February 7, 2025, there were 10 and 44,813 stockholders of record and beneficial holders, respectively, of our Class A common stock. As of February 7, 2025, there were two and one stockholders of record of our Class B common stock and Class C common stock, respectively.
Holders of Record As of February 23, 2026, there were 10 and 38,165 stockholders of record and beneficial holders, respectively, of our Class A common stock. As of January 8, 2026, there were two and one stockholders of record of our Class B common stock and Class C common stock, respectively.
This program does not obligate the Company to acquire any particular amount of Class A common stock and the program may be extended, modified, suspended or discontinued at any time at the board’s discretion.
This program did not obligate the Company to acquire any particular amount of Class A common stock.
In addition, the CWGS LLC Agreement requires pro rata tax distributions to be made by CWGS, LLC to its members, including us.
Holders of our Class B common stock and Class C common stock are not entitled to participate in any dividends declared by our Board of Directors. In addition, the CWGS LLC Agreement requires pro rata tax distributions to be made by CWGS, LLC to its members, including us.
Dividend Policy Since 2023, we have made a regular quarterly cash dividend of $0.125 per share of Class A common stock and intend to continue to do so, subject to the discretion of our Board of Directors and the other factors described below.
Dividend Policy We have historically made a regular quarterly cash dividend of $0.125 per share of Class A common stock.
Removed
Holders of our Class B common stock and Class C common stock are not entitled to participate in any dividends declared by our Board of Directors. We believe that our cash and cash equivalents and cash provided by operating activities will be sufficient for CWGS, LLC to make this regular quarterly cash distribution for at least the next twelve months.
Added
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.
Removed
Class A common stock ​ $ 100.00 ​ $ 189.50 ​ $ 305.10 ​ $ 184.58 ​ $ 230.89 ​ $ 189.48 S&P 500 Index ​ $ 100.00 ​ $ 118.40 ​ $ 152.39 ​ $ 124.79 ​ $ 157.59 ​ $ 197.02 S&P 500 Consumer Discretionary Distribution & Retail Index ​ $ 100.00 ​ $ 146.42 ​ $ 174.69 ​ $ 114.80 ​ $ 163.48 ​ $ 217.64 Source: Zacks Investment Research, Inc.
Added
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.
Added
Class A common stock ​ $ 100.00 ​ $ 161.00 ​ $ 97.40 ​ $ 121.85 ​ $ 99.99 ​ $ 47.75 S&P 500 Index ​ $ 100.00 ​ $ 128.71 ​ $ 105.40 ​ $ 133.10 ​ $ 166.40 ​ $ 196.16 S&P 500 Consumer Discretionary Distribution & Retail Index ​ $ 100.00 ​ $ 119.31 ​ $ 78.41 ​ $ 111.65 ​ $ 148.64 ​ $ 155.38 Source: Zacks Investment Research, Inc.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

150 edited+63 added−86 removed95 unchanged
Biggest changeThe 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) 2024 ​ 2023 2022 Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income attributable to Camping World Holdings, Inc. ​ $ (38,637) ​ $ 33,372 ​ $ 123,748 ​ Adjustments related to basic calculation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-lived asset impairment (a): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ 15,061 ​ ​ 9,269 ​ ​ 4,231 ​ Income tax expense for above adjustment (b) ​ ​ (2,033) ​ ​ (1,233) ​ ​ (99) ​ Lease termination (c): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ (2,297) ​ ​ (103) ​ ​ 1,614 ​ Income tax benefit for above adjustment (b) ​ ​ 301 ​ ​ 13 ​ ​ — ​ Loss (gain) on sale or disposal of assets (d): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ 9,855 ​ ​ (5,222) ​ ​ 622 ​ Income tax (expense) benefit for above adjustment (b) ​ ​ (1,310) ​ ​ 690 ​ ​ (46) ​ SBC (e): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ 21,585 ​ ​ 24,086 ​ ​ 33,847 ​ Income tax expense for above adjustment (b) ​ ​ (2,963) ​ ​ (3,228) ​ ​ (3,810) ​ Tax Receivable Agreement liability adjustment (f): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ — ​ ​ (2,442) ​ ​ (114) ​ Income tax benefit for above adjustment (b) ​ ​ — ​ ​ 613 ​ ​ 29 ​ Restructuring costs (g): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ — ​ ​ 5,540 ​ ​ 7,026 ​ Income tax expense for above adjustment (b) ​ ​ — ​ ​ (736) ​ ​ — ​ Loss and/or impairment on investments in equity securities (h): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ 3,262 ​ ​ 1,770 ​ ​ — ​ Income tax expense for above adjustment (b) ​ ​ (473) ​ ​ (237) ​ ​ — ​ Income tax benefit impact from LLC Conversion (i): ​ ​ — ​ ​ (2,008) ​ ​ 28,402 ​ Adjustment to net income attributable to non-controlling interests resulting from the above adjustments (j) ​ ​ (21,635) ​ ​ (16,683) ​ ​ (31,065) ​ Adjusted net (loss) income attributable to Camping World Holdings, Inc. – basic ​ ​ (19,284) ​ ​ 43,461 ​ ​ 164,385 ​ Adjustments related to diluted calculation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reallocation of net income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (k) ​ ​ — ​ ​ — ​ ​ 1,479 ​ Income tax on reallocation of net income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (l) ​ ​ — ​ ​ — ​ ​ (405) ​ Reallocation of net income attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (k) ​ ​ — ​ ​ 36,240 ​ ​ — ​ Income tax on reallocation of net income attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (l) ​ ​ — ​ ​ (8,341) ​ ​ — ​ Adjusted net (loss) income attributable to Camping World Holdings, Inc. – diluted ​ $ (19,284) ​ $ 71,360 ​ $ 165,459 ​ 78 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ (In thousands except per share amounts) 2024 ​ 2023 2022 Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average Class A common shares outstanding – basic ​ ​ 48,005 ​ ​ 44,626 ​ ​ 42,386 ​ Adjustments related to diluted calculation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (m) ​ ​ — ​ ​ 40,045 ​ ​ — ​ Dilutive options to purchase Class A common stock (m) ​ ​ — ​ ​ 20 ​ ​ 56 ​ Dilutive restricted stock units (m) ​ ​ — ​ ​ 281 ​ ​ 412 ​ Adjusted weighted average Class A common shares outstanding – diluted ​ ​ 48,005 ​ ​ 84,972 ​ ​ 42,854 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted (loss) earnings per share - basic ​ $ (0.40) ​ $ 0.97 ​ $ 3.88 ​ Adjusted (loss) earnings per share - diluted ​ $ (0.40) ​ $ 0.84 ​ $ 3.86 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Anti-dilutive amounts (n): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reallocation of net income attributable to non-controlling interests from the anti-dilutive redemption of common units in CWGS, LLC (k) ​ $ (18,608) ​ $ — ​ $ 243,670 ​ Income tax on reallocation of net income attributable to non-controlling interests from the anti-dilutive redemption of common units in CWGS, LLC (l) ​ $ 5,323 ​ $ — ​ $ (67,150) ​ Assumed income tax benefit of combining C-Corps with full or partial valuation allowances with the income of other consolidated entities after the anti-dilutive redemption of common units in CWGS, LLC (o) ​ $ — ​ $ — ​ $ 12,280 ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Anti-dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (n) ​ ​ 40,007 ​ ​ — ​ ​ 42,045 ​ Anti-dilutive options to purchase Class A common stock (n) ​ ​ 9 ​ ​ — ​ ​ — ​ Anti-dilutive restricted stock units (n) ​ ​ 268 ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciliation of per share amounts: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss) earnings per share of Class A common stock — basic ​ $ (0.80) ​ $ 0.75 ​ $ 2.92 ​ Non-GAAP Adjustments (p) ​ ​ 0.40 ​ ​ 0.22 ​ ​ 0.96 ​ Adjusted (loss) earnings per share - basic ​ $ (0.40) ​ $ 0.97 ​ $ 3.88 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss) earnings per share of Class A common stock — diluted ​ $ (0.80) ​ $ 0.57 ​ $ 2.91 ​ Non-GAAP Adjustments (p) ​ ​ 0.40 ​ ​ 0.23 ​ ​ 0.96 ​ Dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (q) ​ ​ — ​ ​ 0.04 ​ ​ — ​ Dilutive options to purchase Class A common stock and/or restricted stock units (q) ​ ​ — ​ ​ — ​ ​ (0.01) ​ Adjusted (loss) earnings per share - diluted ​ $ (0.40) ​ $ 0.84 ​ $ 3.86 ​ ​ (a) Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment.
Biggest changeWe 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. 70 Table of Contents 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 71 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.
(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 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.
(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.
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 and pay down of debt.
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.
(2) Adjusted costs applicable to revenue excludes stock-based compensation expense, restructuring costs, and intersegment costs applicable to revenue. (3) Intersegment costs applicable to revenue consist of segment costs applicable to revenue that are eliminated in our consolidated statements of operations. (4) Adjusted selling, general, and administrative expenses excludes stock-based compensation expense, restructuring costs, and intersegment operating expenses.
(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.
Intersegment revenue, intersegment costs applicable to revenue, and intersegment operating expenses did not have a significant impact on the decrease 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").
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").
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 consumer services program costs.
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.
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 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.
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.
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 the disposal and sales of various assets. (d) Represents noncash SBC expense relating to employees, directors, and consultants of the Company.
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.
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-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.
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- 77 Table of Contents 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.
EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin We define “EBITDA” as net income before other interest expense, net (excluding floor plan interest expense), provision for income tax expense and depreciation and amortization.
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.
For a 75 Table of Contents 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.
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.
Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements As of December 31, 2024 and 2023, we had outstanding debt in the form of our Senior Secured Credit Facilit ies , our Floor Plan Facility, our Real Estate Facilities, other long-term debt , and finance lease obligations .
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 Facilit ies , our Floor Plan Facility, our Real Estate Facilities, other long-term debt , and finance lease obligations .
(i) Represents income tax (benefit) expense 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.
(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.
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 included in Part II, Item 8 of this Form 10-K).
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 79 Table of Contents included in Part II, Item 8 of this Form 10-K).
(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. ​ 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.
(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.
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 to pay regular and special 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.
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.
With same store revenue driven by the number of transactions and the average transaction price, changes in our mix of new vehicle sales has in the past negatively impacted, and in the future is likely to negatively impact, our new vehicle same store revenue.
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.
The relevant numerator and denominator adjustments have been provided under “Anti-dilutive amounts” in the table above (see (n) above). SG&A Excluding SBC We define “SG&A Excluding SBC” as SG&A before SBC relating to SG&A.
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.
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 and losses on the termination 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. (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.
(c) Represents the gains and losses on the termination 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 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.
For the years ended December 31, 2024, 2023, and 2022, we recorded long-lived asset impairment of $15.1 million, $9.3 million, and $4.2 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).
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).
While gross margins for our RV and Outdoor Retail segment are lower than 57 Table of Contents 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.
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.
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 increase in floor plan interest expense.
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.
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 now expires on December 31, 2025.
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.
However, we believe these adjustments are appropriate because the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of our business and complicate comparisons of our internal operating results and operating results of other companies over time.
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.
See Note 1 — Summary of Significant Accounting Policies — 56 Table of Contents 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.
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.
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. Adjusted EBITDA and Adjusted EBITDA Margin.
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. 57 Table of Contents Adjusted EBITDA and Adjusted EBITDA Margin.
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 86 Table of Contents taxes paid upon the vesting of restricted stock units, $1.1 million for debt issuance costs payments and $0.2 million of payments on sale-leaseback arrangement.
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.
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 at December 31, 2024. (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.
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.
Over the past several years, we have seen a shift in our overall mix of new RV sales towards travel trailer vehicles, which tend to carry lower average selling prices than other classes of new RV vehicles. From 2015 to 2024, total new vehicle travel trailer units have increased from 62% to 78% of total new vehicle unit sales.
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.
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, 2024, we had entered into contracts for construction of new and existing dealership buildings for an aggregate future commitment of capital expenditures of $31.9 million.
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.
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.
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.
If cancellation rates on products sold during 2024 and 2023 were to increase by 100 basis points, our chargeback liabilities would have increased by $5.7 million as of December 31, 2024 and finance and insurance, net revenue for the year ended December 31, 2024, would have decreased by the same amount. 89 Table of Contents 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.
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. 81 Table of Contents 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.
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. will be significant.
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.
(n) The below amounts have not been considered in our adjusted (loss) earnings per share – diluted amounts as the effect of these items are anti-dilutive.
(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.
For the years ended December 31, 2024, 2023 and 2022, the Company used blended statutory tax rate assumptions between 25.0% and 25.4%, 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 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).
Our same store revenue calculations for a given period include only those stores that were open both at the end of the corresponding period and at the beginning of the preceding fiscal year. As of December 31, 2024 and 2023, we had a base of 175 and 166 same stores, respectively.
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.
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.
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.
(k) Represents the reallocation of net 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. (l) Represents the income tax expense effect of the above adjustment for reallocation of net income attributable to non-controlling interests.
(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.
The chargeback liabilities included in the estimate of variable consideration totaled $65.4 million and $68.2 million as of December 31, 2024 and December 31, 2023, respectively, which are recorded as part of other current liabilities and other long-term liabilities on our consolidated balance sheets.
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.
There were no other material commitments for capital expenditures as of December 31, 2024. Net cash used in investing activities was $88.2 million for the year ended December 31, 2024.
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.
We also experienced lower used vehicle inventory levels in 2024 as we slowed procurement to allow RV owner pricing expectations to adjust as a result of 2024 model year pricing declines.
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.
Investing activities. Our investment in business activities primarily consists of expanding our operations through organic growth and the acquisition of store locations.
Investing activities. Our investment in business activities primarily consists of expanding our operations through organic growth and the acquisition of RV dealership locations.
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 $369.4 million for the year ended December 31, 2023.
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.
Our additional liquidity needs are expected to include public company costs, payment of cash dividends, 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), our stock repurchase program as described below, payments under the Tax Receivable Agreement, 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.
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.
Loss (gain) on sale or disposal of assets The increased loss on sale or disposal of assets in 2024 was driven primarily by the divestiture of our RV furniture business 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).
(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 $7.1 million (see Note 6 – Assets Held for Sale and Business Divestiture to our consolidated financial statements included in Part II, Item 8 of this Form 10-K), as well as a reduction in loss on sale or disposal of various assets in RV and Outdoor Retail segment.
The following table reconciles SG&A Excluding SBC to the most directly comparable GAAP financial performance measure: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ($ in thousands) ​ 2024 ​ 2023 ​ 2022 SG&A Excluding SBC: ​ ​ ​ ​ ​ ​ ​ ​ ​ SG&A ​ $ 1,573,117 ​ $ 1,538,988 ​ $ 1,606,984 SBC - SG&A ​ ​ (21,213) ​ ​ (23,191) ​ ​ (33,158) SG&A Excluding SBC: ​ $ 1,551,904 ​ $ 1,515,797 ​ $ 1,573,826 As a percentage of gross profit ​ ​ 85.0% ​ ​ 80.7% ​ ​ 69.6% ​ 80 Table of Contents ​ 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.
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% ​ 73 Table of Contents ​ 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.
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 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.
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 Active Sports Restructuring during the year ended December 31, 2023 and our 2019 Strategic Shift for periods that ended on or before December 31, 2022.
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.
Sale/Leaseback Arrangements We have in the past and may in the future enter into sale-leaseback transactions to finance certain property acquisitions and capital expenditures, 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.
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.
For the years ended December 31, 2024 and 2023, our aggregate same store revenue was $5.2 billion and $5.5 billion, respectively.
For the years ended December 31, 2025 and 2024, our aggregate same store revenue was $5.5 billion and $5.3 billion, respectively.
More specifically, CWH is organized as a C-Corp and, as of December 31, 2024, is a 61.0% owner of 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.
Our net cash provided by financing activities was $11.8 million for the year ended December 3 1 , 2024.
Our net cash provided by financing activities was $339.8 million for the year ended December 3 1 , 2025.
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. 77 Table of Contents 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 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.
(f) Represents restructuring costs relating to the Active Sports Restructuring during the year ended December 31, 2023 and our 2019 Strategic Shift for periods that ended on or before December 31, 2022. 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.
(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.
From 2015 to 2024 our average selling price of a new vehicle unit increased 1% from $39,853 to $40,089, as inflation over that period was partially offset by the higher mix of lower priced travel trailers. Gross Profit and Gross Margins . Gross profit is our total revenue less our total costs applicable to revenue.
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.
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. (g) Represents loss and/or impairment on investments in equity securities and interest income relating to any notes receivables with those investments for periods beginning after December 31, 2022.
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.
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.
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.
Other interest expense, net Other interest expense, net increased primarily due to a 329 basis point increase in the Term Loan Facility average interest rate and a higher average principal balance from increased borrowings on the Company’s 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).
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).
(h) Represents loss and/or impairment on investments in equity securities and interest income relating to any notes receivables with those investments for periods beginning after December 31, 2022. Amounts relating to periods prior to 2023 were not significant. These amounts are included in other expense, net in the consolidated statements of operations.
(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.
Within current liabilities, which are deducted from current assets to calculate our working capital, we had deferred revenues of $92.1 million and $92.4 million as of December 31, 2024 and 2023, respectively.
Within current liabilities, which are deducted from current assets to calculate our 76 Table of Contents working capital, we had deferred revenues of $90.5 million and $92.1 million as of December 31, 2025 and 2024, respectively.
This assumption uses blended statutory tax rates between 25.0% and 25.4% for the adjustments for 2024, 2023 and 2022, which represents the estimated tax rate that would apply had the above adjustments been included in the determination of our non-GAAP metric.
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.
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 2024 were 333,733 units, 6.6% greater than in 2023.
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.
Over the next twelve months, in addition to the Lazydays acquisition discussed above, our expansion of existing and new dealerships through construction and acquisition is expected to cost between $53.0 million and $91.0 million from a combination of business acquisitions and capital expenditures relating to land, buildings, and improvements.
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.
A summary of the changes in quantities and types of retail stores and changes in same stores from December 31, 2023 to December 31, 2024, are in the table below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ RV RV Service & ​ ​ ​ Same ​ Dealerships Retail Centers ​ Total ​ Store (1) Number of store locations as of December 31, 2023 ​ 198 ​ 4 ​ 202 ​ 166 Opened ​ 17 ​ — ​ 17 ​ — Closed ​ (11) ​ (2) ​ (13) ​ (7) Achieved designation of same store (1) ​ — ​ — ​ — ​ 16 Number of store locations as of December 31, 2024 ​ 204 ​ 2 ​ 206 ​ 175 ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Our same store revenue and unit sales 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.
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 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. 83 Table of Contents 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, and additional expenses we expect to incur for at least the next twelve months.
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.
The following table reconciles Segment Adjusted EBITDA to consolidated Adjusted EBITDA: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ($ in thousands) 2024 ​ 2023 2022 Good Sam Services and Plans Segment Adjusted EBITDA ​ $ 94,515 ​ $ 110,880 ​ $ 95,004 ​ RV and Outdoor Retail Segment Adjusted EBITDA ​ ​ 98,562 ​ ​ 188,329 ​ ​ 573,961 ​ Total Segment Adjusted EBITDA ​ ​ 193,077 ​ ​ 299,209 ​ ​ 668,965 ​ Corporate and Other Adjusted EBITDA ​ ​ (14,234) ​ ​ (12,996) ​ ​ (15,575) ​ Total Adjusted EBITDA ​ $ 178,843 ​ $ 286,213 ​ $ 653,390 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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) 2024 ​ 2023 2022 EBITDA and Adjusted EBITDA: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income ​ $ (78,880) ​ $ 52,929 ​ $ 337,832 ​ Other interest expense, net ​ ​ 140,444 ​ ​ 135,270 ​ ​ 75,745 ​ Depreciation and amortization ​ ​ 81,190 ​ ​ 68,643 ​ ​ 80,304 ​ Income tax (benefit) expense ​ ​ (11,377) ​ ​ (3,527) ​ ​ 112,283 ​ Subtotal EBITDA ​ ​ 131,377 ​ ​ 253,315 ​ ​ 606,164 ​ Long-lived asset impairment (a) ​ ​ 15,061 ​ ​ 9,269 ​ ​ 4,231 ​ Lease termination (b) ​ ​ (2,297) ​ ​ (103) ​ ​ 1,614 ​ Loss (gain) on sale or disposal of assets, net (c) ​ ​ 9,855 ​ ​ (5,222) ​ ​ 622 ​ SBC (d) ​ ​ 21,585 ​ ​ 24,086 ​ ​ 33,847 ​ Tax Receivable Agreement liability adjustment (e) ​ ​ — ​ ​ (2,442) ​ ​ (114) ​ Restructuring costs (f) ​ ​ — ​ ​ 5,540 ​ ​ 7,026 ​ Loss and/or impairment on investments in equity securities (g) ​ ​ 3,262 ​ ​ 1,770 ​ ​ — ​ Adjusted EBITDA ​ $ 178,843 ​ $ 286,213 ​ $ 653,390 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 76 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ (as percentage of total revenue) 2024 ​ 2023 2022 Adjusted EBITDA margin: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income margin ​ ​ (1.3%) ​ ​ 0.9% ​ ​ 4.8% ​ Other interest expense, net ​ ​ 2.3% ​ ​ 2.2% ​ ​ 1.1% ​ Depreciation and amortization ​ ​ 1.3% ​ ​ 1.1% ​ ​ 1.2% ​ Income tax (benefit) expense ​ ​ (0.2%) ​ ​ (0.1%) ​ ​ 1.6% ​ Subtotal EBITDA margin ​ ​ 2.2% ​ ​ 4.1% ​ ​ 8.7% ​ Long-lived asset impairment (a) ​ ​ 0.2% ​ ​ 0.1% ​ ​ 0.1% ​ Lease termination (b) ​ ​ (0.0%) ​ ​ (0.0%) ​ ​ 0.0% ​ Loss (gain) on sale or disposal of assets, net (c) ​ ​ 0.2% ​ ​ (0.1%) ​ ​ 0.0% ​ SBC (d) ​ ​ 0.4% ​ ​ 0.4% ​ ​ 0.5% ​ Tax Receivable Agreement liability adjustment (e) ​ ​ — ​ ​ (0.0%) ​ ​ (0.0%) ​ Restructuring costs (f) ​ ​ — ​ ​ 0.1% ​ ​ 0.1% ​ Loss and/or impairment on investments in equity securities (g) ​ ​ 0.1% ​ ​ 0.0% ​ ​ — ​ Adjusted EBITDA margin ​ ​ 2.9% ​ ​ 4.6% ​ ​ 9.4% ​ ​ (a) Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment.
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.
We also believe that our Good Sam organization and family of highly-specialized services and plans, including roadside assistance, protection plans and insurance, uniquely enables us to connect with our customers as stewards of an outdoor and recreational lifestyle. On December 31, 2024, we operated a total of 206 store locations, with all of them selling and/or servicing RVs.
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.
As of December 31, 2024 and 2023, we had working capital of $590.3 million and $401.3 million, respectively, including $208.4 million and $39.6 million, respectively, of cash and cash equivalents.
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.
Lease Termination We recognized a $2.3 million gain from lease terminations in 2024, which represented $6.8 million from the derecognition of the operating lease assets and liabilities and other lease costs relating to the terminated leases, partially offset by $4.5 million of cash payments to terminate those leases.
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.
We believe our estimated cash flows are sufficient to support the carrying value of our long-lived assets. If estimated cash flows or market rental rates significantly differ in the future, we may be required to record additional asset impairments.
If estimated cash flows or market rental rates significantly differ in the future, we may be required to record additional asset impairments.
These items include, among other things, long-lived asset impairment, lease termination, gains and losses on sale or disposal of assets, net, SBC, 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.
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.
As of December 31, 2024, if there was a 100 basis point increase or decrease in the estimated income tax rate, the Tax Receivable Agreement liability would increase or decrease by $6.0 million, respectively. 90 Table of Contents
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.
Deferred revenues are expected to be recognized as revenue as set forth in the following table (in thousands): ​ ​ ​ ​ ​ ​ As of ​ December 31, 2024 2025 $ 92,124 2026 ​ ​ 31,678 2027 ​ ​ 16,911 2028 ​ ​ 8,453 2029 ​ ​ 4,174 Thereafter ​ ​ 2,426 Total ​ $ 155,766 ​ ​ ​ ​ 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.
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.
See definitions and further details in Note 4 – Inventories and Floor Plan Payables, Note 10 – Long-Term Debt, and Note 11 – Lease Obligation s to our consolidated financial statements included in Part II, Item 8 of this Form 10- K) at December 31, 2024 : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current ​ Remaining ​ (In thousands) Outstanding Portion Available Floor Plan Facility: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Notes payable - floor plan ​ $ 1,161,713 ​ $ 1,161,713 ​ $ 566,323 (1) ​ Revolving line of credit ​ ​ — ​ ​ — ​ ​ 70,000 (2) ​ Senior Secured Credit Facilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Term Loan Facility ​ ​ 1,335,535 ​ ​ 14,015 ​ ​ — ​ Revolving Credit Facility ​ ​ — ​ ​ — ​ ​ 22,750 (3) ​ Other: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real Estate Facilities ​ ​ 173,132 (4) ​ ​ 8,924 ​ ​ 57,390 (4) ​ Other long-term debt ​ ​ 7,926 ​ ​ 336 ​ ​ — ​ Finance lease obligations ​ ​ 138,048 ​ ​ 7,044 ​ ​ — ​ ​ ​ $ 2,816,354 ​ $ 1,192,032 ​ $ 716,463 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (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.
See definitions and further details in Note 4 – Inventories and Floor Plan Payables, Note 10 – Long-Term Debt, and Note 11 – Lease Obligation s 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.
The $ 31.9 million of cash used in financing activities was primarily due to $66.8 million of dividends paid on Class A common stock, $39.0 million of payments on long-term debt, $31.5 million of member distributions, $6.9 million of withholding taxes paid upon the vesting of restricted stock units, $5.5 million of payments on finance leases, $0.9 million for debt issuance costs payments and $0.2 million of payments on sale-leaseback arrangement, partially offset by $ 59.3 million of net proceeds from borrowings under the Floor Plan Facility , $59.2 million of proceeds from long-term debt and $0.4 million of proceeds from exercise of stock options.
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, 78 Table of Contents $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 3 1 , 2024.
See Note 1 – Summary of Significant Accounting Policies – Revisions to Prior Period Consolidated Financial Statements and Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.
See Note 12 ― Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for further details.
(e) Represents an adjustment to eliminate the gains on remeasurement of the Tax Receivable Agreement primarily due 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.
For the year ended December 31, 2023, this adjustment 69 Table of Contents 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.
The Floor Plan Lenders are not under any obligation to provide commitments in respect of any future increase under the accordion feature. ​ (2) The revolving line of credit borrowings are subject to a borrowing base calculation but were not limited as of December 31, 2024 . 87 Table of Contents (3) The Revolving Credit Facility remaining available balance was reduced by outstanding undrawn letters of credit.
(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.
Since September 2023, the quarterly cash dividend has been $0.125 per share of Class A common stock that was 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.
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.

… 219 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

3 edited+0 added−1 removed3 unchanged
Biggest changeSee “Results of Operations” and “Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements” in Part II, Item 7 of this Form 10-K for a discussion of interest expense for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Biggest changeThe interest rate exposure on the Floor Plan Facility was the only significant change from the quantitative analysis performed as of December 31, 2024, since the outstanding balance of the notes payable — Floor plan, net increased $441.9 million during the year ended December 31, 2025. 84 Table of Contents See “Results of Operations” and “Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements” in Part II, Item 7 of this Form 10-K for a discussion of interest expense for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Based on December 31, 2024 debt levels (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), an increase or decrease of 100 basis points in the effective interest rate would cause an increase or decrease in interest expense: • under our Term Loan Facility of $13.7 million over the next 12 months; • under our Floor Plan Facility of approximately $11.8 million over the next 12 months; • under our Real Estate Facilities of approximately $1.8 million over the next 12 months; and • under our Other Long-Term Debt would be immaterial.
Based on December 31, 2025 debt levels (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), an increase or decrease of 100 basis points in the effective interest rate would cause an increase or decrease in interest expense: • under our Floor Plan Facility of approximately $16.3 million over the next 12 months; • under our Term Loan Facility of $13.1 million over the next 12 months; • under our Real Estate Facilities of approximately $1.6 million over the next 12 months; and • under our Other Long-Term Debt would be immaterial.
We do not use derivative financial instruments for speculative or trading purposes, but this does not preclude our adoption of specific hedging strategies in the future. ​ 91 Table of Contents
We do not use derivative financial instruments for speculative or trading purposes. We may adopt specific hedging strategies, such as interest rate hedges, in the future. ​ 85 Table of Contents
Removed
The interest rate exposure on the Floor Plan Facility was the only significant change from the quantitative analysis performed as of December 31, 2023, since the outstanding balance of the notes payable — Floor plan, net decreased $209.4 million during the year ended December 31, 2024.

Other CWH 10-K year-over-year comparisons