THOR INDUSTRIES INC

(All Dollar and Euro amounts are presented in thousands, except share and per share data or as otherwise specified)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations – THOR Industries, Inc. was founded in 1980 and is the sole owner of operating subsidiaries (collectively, the “Company” or “THOR”), that, combined, represent the world’s largest manufacturer of recreational vehicles (“RVs”) by units sold and revenue. The Company manufactures a wide variety of RVs in the United States and Europe and sells those vehicles, as well as related parts and accessories, primarily to independent, non-franchise dealers throughout the United States, Canada and Europe. Unless the context requires or indicates otherwise, all references to “THOR,” the “Company,” “we,” “our” and “us” refer to THOR Industries, Inc. and its subsidiaries.

The Company’s business activities are primarily comprised ofthree distinct operations, which include the design, manufacture and sale of North American Towable Recreational Vehicles, North American Motorized Recreational Vehicles and European Recreational Vehicles, with the European vehicles including both towable and motorized products as well as other RV-related products and services. Accordingly, the Company has presented financial information for these three segments in Note 2 to the Consolidated Financial Statements.

During fiscal 2026, the Company reclassified certain non-cash operating activities related to asset impairments, unrealized investments gains and unrealized market value gains and losses on retirement plan assets and liabilities for fiscal year 2025 and fiscal year 2024 in the Consolidated Statements of Cash Flows to conform with fiscal year 2026 classifications. These reclassifications were all within the net cash provided by operating activities section of the Consolidated Statements of Cash Flows.

Principles of Consolidation – The accompanying Consolidated Financial Statements include the accounts of THOR Industries, Inc. and its subsidiaries. The Company consolidates all majority-owned subsidiaries, and all intercompany balances and transactions are eliminated upon consolidation. The results of any companies acquired during a year are included in the consolidated financial statements for the applicable year from the effective date of the acquisition.

Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Key estimates include the valuation of acquired assets and liabilities, valuation of previously-held interests, reserves for inventory, incurred but not reported medical claims, warranty claims, dealer promotional accruals, workers’ compensation claims, vehicle repurchases, uncertain tax positions, product and non-product litigation and assumptions made in asset impairment assessments. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances. The Company believes that such estimates are made using consistent and appropriate methods. Actual results could differ from these estimates.

Cash and Cash Equivalents – Interest-bearing deposits and other investments with maturities of three months or less when purchased are considered cash equivalents. At July 31, 2026 and July 31, 2025, cash and cash equivalents of $176,827 and $329,358, respectively, were held by one U.S. financial institution. In addition, at July 31, 2026 and July 31, 2025, the equivalent of $214,976 and $121,092, respectively, was held in Euros by one European financial institution. The Company is exposed to credit risk in the event of default by a financial institution holding cash in excess of federally insured limits. The Company mitigates risk by using large, well-established financial institutions and short-term money market instruments that are direct obligations of the U.S. Treasury and/or repurchase agreements backed by U.S. Treasury obligations. The Company has not experienced any realized losses on its cash and cash equivalents.

Derivatives – The Company uses derivative financial instruments to manage its risk related to changes in foreign currency exchange rates and interest rates. The Company does not hold derivative financial instruments of a speculative nature or for trading purposes. The Company records all derivatives on the Consolidated Balance Sheet at fair value using available market information and other observable data. See Note 3 to the Consolidated Financial Statements for further discussion.

Fair Value of Financial Instruments – The fair value of long-term debt is discussed in Note 12 to the Consolidated Financial Statements.

Inventories – Inventories are primarily determined on the first-in, first-out (“FIFO”) basis, with the remainder on the last-in, first-out (“LIFO”) basis. Inventories are stated at the lower of cost or net realizable value, except for inventories determined based on LIFO, which are stated at the lower of cost or market value. Manufacturing costs included in inventory include materials, labor, freight-in and manufacturing overhead. Unallocated overhead and abnormal costs are expensed as incurred.

Depreciation – Property, plant and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets as follows:

Buildings and improvements –10 to 39 years

Machinery and equipment –3 to 10 years

Rental vehicles –6 years

Depreciation expense is recorded in cost of products sold, except for $28,672, $25,420 and $24,240 in fiscal 2026, 2025 and 2024, respectively, which relates primarily to office buildings and office equipment and is recorded in selling, general and administrative expenses.

Business Combinations – The Company accounts for the acquisition of a business using the acquisition method of accounting. Assets acquired and liabilities assumed, including amounts attributed to noncontrolling interests, are recorded at the acquisition date at their fair values. Assigning fair values requires the Company to make significant estimates and assumptions regarding the fair value of identifiable intangible assets, inventory, property, plant and equipment, deferred tax asset valuation allowances, and liabilities, such as uncertain tax positions and contingencies. The Company may refine these estimates, if necessary, over a period not to exceed one year from the acquisition date, by taking into consideration new information that, if known at the acquisition date, would have affected the fair values ascribed to the assets acquired and liabilities assumed.

Goodwill – Goodwill results from the excess of purchase price over the net assets of an acquired business. The Company’s reporting units are generally the same as its operating segments, which are identified in Note 2 to the Consolidated Financial Statements. Goodwill is not amortized but is tested for impairment annually as of May 31 of each fiscal year and whenever events or changes in circumstances indicate that an impairment may have occurred. If the carrying amount of a reporting unit exceeds its fair value, an impairment charge equal to that excess is recognized, not to exceed the amount of goodwill allocated to the reporting unit.

Long-lived Assets – Long-lived assets, such as property, plant and equipment and amortizable intangible assets, amongst others, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable from future cash flows. If the carrying value of a long-lived asset or asset group is impaired, an impairment charge is recorded for the amount by which the carrying value of the long-lived asset or asset group exceeds its fair value. Intangible assets mainly consist of trademarks, dealer networks, customer and user relationships, design technology, developed technology and non-compete agreements. Trademarks are amortized on a straight-line basis over 15 to 25 years. Dealer networks are amortized on an accelerated basis over 12 to 20 years, with amortization beginning after backlog amortization is completed, if applicable. Customer and user relationships are amortized using the straight-line method over 2 to 4 years. Design technology, developed technology and non-compete agreements are amortized using the straight-line method over 2 to 15 years.

Product Warranties – Estimated warranty costs are provided at the time of sale of the related products. See Note 11 to the Consolidated Financial Statements for further information.

Insurance Reserves – Generally, the Company is self-insured for workers’ compensation, products liability and group medical insurance. Upon the exhaustion of the applicable deductibles or retentions, the Company maintains insurance coverage. Under these plans, liabilities are recognized for claims incurred, including those incurred but not reported. The liability for workers’ compensation claims is determined by the Company with the assistance of a third-party administrator and actuary using various state statutes and historical claims experience. Group medical reserves are estimated using historical claims experience. The Company has established a liability for product liability and personal injury occurrences based on historical data, known cases and actuarial information.

Revenue Recognition – Revenue is recognized as performance obligations under the terms of contracts with customers are satisfied. The Company’s recreational vehicle and other sales contracts have a single performance obligation of providing the promised goods (recreational vehicles or component parts, as applicable), which is satisfied when control of the goods is transferred to the customer.

For recreational vehicle sales, the Company recognizes revenue when its performance obligation has been satisfied and control of the product is transferred to the dealer, which generally aligns with shipping terms. Shipping terms vary depending on regional contracting practices. U.S. customers primarily contract under FOB shipping point terms. European customers generally contract on ExWorks (“EXW”) incoterms (meaning the seller fulfills its obligation to deliver when it makes goods available at its premises, or another specified location, for the buyer to collect). Under EXW incoterms, the performance obligation is satisfied and control is transferred at the point when the customer is notified that the vehicle is available for pickup. Customers do not have a right of return. Most warranties provided are assurance-type warranties.

In addition to recreational vehicle sales, the Company also sells specialized component parts and aluminum extrusions to RV original equipment manufacturers and aftermarket sales through dealers and retailers. The Company’s European recreational vehicle reportable segment also sells accessory items and provides repair services through ourtwo owned dealerships. Each part or item represents a distinct performance obligation satisfied when control of the good is transferred to the customer. Service and repair contracts with customers are short term in nature and are recognized when the service is complete.

Revenue is measured as the amount of consideration to which the Company expects to be entitled in exchange for the Company’s products and services. The amount of revenue recognized includes adjustments for any variable consideration, such as sales discounts, sales allowances, promotions, rebates and other sales incentives which are included in the transaction price and allocated to each performance obligation based on the standalone selling price. The Company estimates variable consideration based on the expected value of total consideration to which customers are likely to be entitled to based primarily on historical experience and current market conditions. Included in the estimate is an assessment as to whether any variable consideration is constrained. Revenue estimates are adjusted at the earlier of a change in the expected value of consideration or when the consideration becomes fixed. During fiscal 2026, fiscal 2025 and fiscal 2024, adjustments to revenue from performance obligations satisfied in prior periods, which relate primarily to changes in estimated variable consideration, were immaterial.

Amounts billed to customers related to shipping and handling activities are included in net sales. The Company has elected to account for shipping and handling costs as fulfillment activities, and these costs are predominantly included in cost of products sold. We do not disclose information about the transaction price allocated to the remaining performance obligations at period end because our contracts generally have original expected durations of one year or less. In addition, we expense when incurred contract acquisition costs, primarily sales commissions, because the amortization period, which is aligned with the contract term, is one year or less.

Advertising Costs – Advertising costs, which include trade shows, are expensed as incurred and were $81,813, $78,352 and $77,029 in fiscal 2026, 2025 and 2024, respectively.

Foreign Currency – The financial statements of the Company’s foreign operations with a functional currency other than the U.S. dollar are translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities, and, for revenues and expenses, the weighted-average exchange rate for each applicable period, and the resulting translation adjustments are recorded in Accumulated Other Comprehensive Income, net of tax. Transaction gains and losses from foreign currency exchange rate changes are recorded in Other income, net in the Consolidated Statements of Income and Comprehensive Income.

Repurchase Agreements – The Company is contingently liable under terms of repurchase agreements with financial institutions providing inventory financing for certain independent domestic and foreign dealers of certain of its RV products. See Note 14 to the Consolidated Financial Statements for further information.

Income Taxes – The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our financial statements or tax returns. Judgment is required in assessing the future tax consequences of events that have been recognized in our financial statements or tax returns. The actual outcome of these future tax consequences could differ from our estimates and have a material impact on our financial position or results of operations.

The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires the Company to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as the Company has to determine the probability of various possible outcomes. The Company reevaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, voluntary settlements and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision.

Judgment is required in determining the Company’s provision for income taxes, the Company’s deferred tax assets and liabilities and the valuation allowance recorded against the Company’s deferred tax assets. Valuation allowances must be considered due to the uncertainty of realizing deferred tax assets. The Company assesses whether valuation allowances should be established against our deferred tax assets on a tax jurisdictional basis based on the consideration of all available evidence, including cumulative income over recent periods, using a more likely than not standard.

Research and Development – Research and development costs are expensed when incurred and totaled $41,583, $48,584 and $49,380 in fiscal 2026, 2025 and 2024, respectively.

Stock-Based Compensation – The Company records compensation expense based on the fair value of stock-based awards, including restricted stock units and performance stock units, on a straight-line basis over the requisite service period, which is generally three years, while some stock-based awards use a graded vesting period. Stock-based compensation expense is recorded net of estimated forfeitures, which is based on historical forfeiture rates over the vesting period of employee awards.

Earnings Per Share – Basic earnings per common share (“EPS”) is computed by dividing net income attributable to THOR Industries, Inc. by the weighted-average number of common shares outstanding. Diluted EPS is computed by dividing net income attributable to THOR Industries, Inc. by the weighted-average number of common shares outstanding assuming dilution. The difference between basic EPS and diluted EPS is the result of unvested restricted stock units and performance stock units as follows:

The Company excludes unvested restricted stock units and performance stock units that have an antidilutive effect from its calculation of weighted-average shares outstanding. Antidilutive unvested restricted stock units and performance stock units excluded from the July 31, 2026, 2025 and 2024 calculations were not material.

Accounting Pronouncements

Recently Adopted Accounting Standards

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” requiring enhancements and further transparency to certain income tax disclosures. Under this ASU, entities must disclose, on an annual basis, specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, ASU 2023-09 requires entities to disclose additional information about income taxes paid. The new standard also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. ASU 2023-09 is effective for financial statements for annual periods beginning after December 15, 2024. The Company adopted ASU 2023-09 for its fiscal year 2026. See Note 13 to the Consolidated Financial Statements for income tax disclosures.

Recently Issued Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” as updated by ASU 2025-01, “Income Statement — Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date”, issued in January 2025. This guidance provides updates to qualitative and quantitative disclosure requirements over the disaggregation of relevant expense captions within the income statement to provide more transparency and useful information on expenses within the income statement including tabular presentation of prescribed expense categories such as the purchases of inventory, employee compensation, depreciation, intangible asset amortization, and inclusion of other specific expense, gains and losses required by existing GAAP with reconciliation of disaggregation to the face of the income statement. This guidance is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The guidance may be applied prospectively or retrospectively. This guidance will be effective for our fiscal year ending July 31, 2028. We are currently evaluating the impact the guidance may have on our consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” This guidance removes the previous stage-based capitalization process to better align with the non-linear manner that software is typically developed. Instead, ASU 2025-06 requires that software costs be capitalized once the following criteria are met: (i) management implicitly or explicitly authorizes and commits to funding the software project; and (ii) it is probable that the project will be completed and the software will be used for its intended function. ASU 2025-06 adds further guidance for evaluating the probability to complete requirement. The guidance outlines that significant development uncertainty exists if either of the following factors are present: (i) the software being developed has technological innovations or unproven features that testing has not yet removed the uncertainty of their viability; or (ii) the significant performance requirements of the software have not yet been identified or continue to be substantially revised. This guidance is effective for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted. The guidance may be applied prospectively or retrospectively. This guidance will be effective for our fiscal year ending July 31, 2029. We are currently evaluating the impact the guidance may have on our consolidated financial statements.

2. BUSINESS SEGMENTS

The Company’s Chief Operating Decision Maker ("CODM") is the President and Chief Executive Officer. The CODM uses net sales, gross profit and income (loss) before income taxes to measure performance of the Company’s segments, allocate resources and make operating decisions. The CODM regularly evaluates these financial measures compared to prior year and forecasted results. Income (loss) before income taxes is utilized during the Company’s budgeting and forecasting process to assess segment profitability and enable decision making regarding strategic initiatives, capital investments and other resources. The Company hasthree reportable segments, all related to recreational vehicles: (1) North American Towable Recreational Vehicles, (2) North American Motorized Recreational Vehicles and (3) European Recreational Vehicles.

The North American Towable Recreational Vehicles reportable segment consists of the following operating segments that have been aggregated: Airstream (towable), Jayco (towable), Keystone and KZ. The North American Motorized Recreational Vehicles reportable segment consists of the following operating segments that have been aggregated: Airstream (motorized), Jayco (motorized), Thor Motor Coach and Tiffin Motorhomes. The European Recreational Vehicles reportable segment consists solely of the EHG business. EHG manufactures a full line of motorized and towable recreational vehicles, including motorcaravans, campervans, urban vehicles and caravans in eight primary RV production locations within Europe. EHG produces and sells numerous brands primarily within Europe, including Buccaneer, Buerstner, Carado, Corigon, CrossCamp, Dethleffs, Elddis, Eriba, Etrusco, Hymer, Laika, LMC, Niesmann+Bischoff, Sunlight and Xplore. In addition, EHG’s operations include other RV-related products and services.

The operations of the Company’s Airxcel and Postle subsidiaries are included in “Other”. Net sales included in Other related primarily to the sale of specialized component parts and aluminum extrusions. Intercompany eliminations primarily adjust for Postle and Airxcel sales to the Company’s North American Towables and North American Motorized segments, which are consummated at established transfer prices generally consistent with the selling prices of products to third parties.

Corporate results include items such as corporate governance expenses, interest expense and other research and product development expenses.

Other expense (income), net includes the gains or losses on the sales of fixed assets, foreign currency changes and equity method investment gains and losses, as well as market value changes in the Company's deferred compensation plan assets and other non-operational items such as insurance gains or losses as discussed in Note 20.

Total assets include those assets used in the operation of each reportable and non-reportable segment, and the Corporate assets consist primarily of cash and cash equivalents, deferred income taxes, deferred compensation plan assets, equity and other investments and certain Corporate real estate holdings primarily utilized by THOR’s U.S.-based operating subsidiaries.

The accounting policies of the reportable segments are the same as those described in Note 1 to the Consolidated Financial Statements.

The following tables summarize the Company's financial performance by reportable segment:

The following tables provide other supplemental financial information by reportable segment:

3. DERIVATIVES AND HEDGING

At times, the Company uses interest rate swap agreements, foreign currency forward contracts and certain non-derivative financial instruments to help manage its risks associated with foreign currency exchange rates and interest rates. The Company records derivatives as assets and liabilities on the balance sheet at fair value. Changes in the fair value of derivative instruments are recognized in earnings unless the derivative qualifies and is designated as a hedge. Cash flows from derivatives are classified in the Consolidated Statements of Cash Flows in the same category as the cash flows from the items subject to designated hedge or undesignated (economic) hedge relationships. The Company evaluates hedge effectiveness at inception and on an ongoing basis. If a derivative is no longer expected to be effective, hedge accounting is discontinued.

As of July 31, 2026 and July 31, 2025 there were no derivative instruments designated as hedges, except for the net investment hedge discussed below.

Net Investment Hedge

The Company designates a portion of its outstanding Euro-denominated term loan tranche as a hedge of foreign currency exposures related to investments the Company has in certain Euro-denominated functional currency subsidiaries.

The foreign currency transaction gains and losses on the portion of the Euro-denominated term loan designated and effective as a hedge of the Company's net investment in its Euro-denominated functional currency subsidiaries are included as a component of the foreign currency translation adjustment. Gains (losses), net of tax, included in the foreign currency translation adjustment were $(1,466), $(3,296) and $7,375 for the fiscal years ended July 31, 2026, 2025 and 2024, respectively.

There wereno amounts reclassified out of accumulated other comprehensive income (loss) pertaining to the net investment hedge during the fiscal years ended July 31, 2026, 2025 and 2024.

Derivatives Not Designated as Hedging Instruments

The Company has certain other derivative instruments which have not been designated as hedges. These other derivative instruments had a notional amount totaling approximately $93,821 and a fair value liability of $2,506 as of July 31, 2026. These other derivative instruments had a notional amount totaling approximately $31,820 and a net fair value asset of $9,675 as of July 31, 2025. For these derivative instruments, changes in fair value are recognized in earnings.

4. INVENTORIES

Major classifications of inventories are as follows:

Of the $1,574,207 and $1,500,608 of inventories at July 31, 2026 and July 31, 2025, $1,205,326 and $1,089,453, respectively, were valued on the first-in, first-out (“FIFO”) basis, and $368,881 and $411,155, respectively, were valued on the last-in, first-out (“LIFO”) basis. During both fiscal 2026 and fiscal 2024 the amount of inventories in certain LIFO pools decreased and resulted in the liquidation of LIFO inventory layers carried at lower costs. The effect of these liquidations was to increase consolidated net income before income taxes in both years, by approximately $10,760 in fiscal 2026, primarily in the North American Towable segment, and by approximately $29,200 in fiscal 2024, with $23,900 in the North American Motorized segment and the remainder in the North American Towable segment.

5. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consists of the following:

See Note 15 to the Consolidated Financial Statements for further information regarding the lease right-of-use assets.

In connection with certain restructuring activities as discussed in Note 17 to the Consolidated Financial Statements, the Company anticipates that strategic sales of certain RV facilities and related equipment will occur during the ensuing twelve months and as a result, property, plant and equipment with total net carrying values of $18,901 and $49,740, primarily consisting of North American Towable buildings and improvements, were classified as assets held for sale and included in Prepaid income taxes, expenses and other current assets in the Consolidated Balance Sheets as of July 31, 2026 and July 31, 2025, respectively.

During fiscal 2026, the Company evaluated the fair value of the assets held for sale based on available market data (a non-recurring ASC 820 Level 3 input), less costs to sell, and compared that to their applicable carrying values. These evaluations resulted in an impairment charge of $7,822 related to certain facilities included in Other expense (income), net in the North American Towable segment during fiscal 2026.

6. INTANGIBLE ASSETS AND GOODWILL

The components of Amortizable intangible assets are as follows:

Estimated annual amortization expense is as follows:

The Company completed its annual Goodwill impairment test for fiscal 2026 as of May 31, 2026, andno impairment was identified. There wereno impairments of goodwill during fiscal 2025 or 2024.

Changes in the carrying amount of Goodwill by reportable segment as of July 31, 2026 and July 31, 2025 are summarized as follows:

The goodwill acquired in fiscal year 2026 primarily related to the equity investment transaction described in Note 7 to the Consolidated Financial Statements.

The components of the goodwill balances by reportable segment as of July 31, 2026 and July 31, 2025 are summarized as follows:

7. EQUITY INVESTMENTS AND ACQUISITION

Effective December 30, 2022, the Company entered into a Subscription and Contribution Agreement with TechNexus Holdings LLC (“TechNexus”), whereby the Company transferred TH2Connect, LLC d/b/a Roadpass Digital (“Roadpass Digital”) and its associated legal entities to TN-RP Holdings, LLC (“TN-RP”), following which the Company and TechNexus owned 100% of the Class A-RP units and Class C-RP units, respectively, issued by TN-RP. The Company also simultaneously entered into an Operating Agreement with TechNexus related to TN-RP whereby TechNexus managed the day-to-day operations of TN-RP subject to certain protective rights maintained by the Company. As a result of the December 30, 2022 agreements, the Company no longer had a controlling financial interest in Roadpass Digital which resulted in the deconsolidation of Roadpass Digital in fiscal 2023. For the entirety of fiscal 2024 and 2025 as well as for fiscal 2026 prior to July 1, 2026, TN-RP was a variable interest entity (“VIE”), in which both the Company and TechNexus each had a variable interest. The Company had significant influence due to its Class A-RP unit ownership interest, non-majority seats on the TN-RP advisory board and certain protective rights, and therefore the Company’s investment in TN-RP was accounted for under the equity method of accounting and reported as a component of Equity investments in the Consolidated Balance Sheets until the July 1, 2026 transaction date.

Effective July 1, 2026, the Company entered into a Master Transaction and Settlement Agreement with TechNexus that transferred the Class C-RP units held by TechNexus to the Company and TechNexus resigned as manager. This resulted in the Company obtaining full ownership and control of TN-RP, which includes the Roadpass Digital business. The Company completed the transaction to obtain control of TN-RP and the Roadpass Digital business, including control of decisions previously executed by the manager, as we believe the Company will be able to extract more value, at a quicker pace, from the business by integrating Roadpass Digital strategically and wholistically with other Company businesses and assets which are focused on driving value to RV owners. Consideration transferred was immaterial.

The Company remeasured its previously held interest in TN-RP to fair value. As a result of the transaction, the Company recognized an immaterial loss in Other income, net, in the Consolidated Statements of Income and Comprehensive Income in fiscal 2026 and consolidated TN-RP as of July 1, 2026. As of July 1, 2026, the fair value of the previously held interest in TN-RP was based on a Discounted Cash Flow method and Option Pricing Model. This fair value measurement includes management judgment, particularly estimates of future cash flows based on revenues and margins that TN-RP is forecasted to generate in the future, terminal value assumptions and discount rates developed using market observable inputs and consideration of risks regarding future performance. Additionally, the Option Pricing Model further utilized estimates related to volatility, incorporating a selection of guideline public companies, and expected time to exit. The Discounted Cash Flow method and Option Pricing Model both used level 3 inputs as defined by ASC 820.

Following the July 1, 2026 transaction, the TN-RP operating companies were moved under the ownership and management of Airxcel. The Roadpass Digital business will operate as a subsidiary of Airxcel, which will support efficient strategic integration and the expansion of RV and travel-related products and services.

The following is a preliminary summary of the fair values of the net assets acquired on the July 1, 2026 acquisition date. The Company is in the process of completing a fair value analysis relating to the identified intangible assets, and as such, those values remain subject to adjustment. The Company expects to finalize these values in the first half of fiscal 2027.

On the transaction date, amortizable intangible assets (which consist of developed technology, tradenames and trademarks, and customer and user relationships) had a weighted-average useful life of 5 years. The developed technology was valued based on the Discounted Cash Flow method and is amortized on a straight-line basis over 6 years. The tradenames and trademarks were valued based on the Relief from Royalty method and are amortized on a straight-line basis over 15 years. The customer and user relationships were valued based on the Replacement Cost method and are amortized on a straight-line basis over 2 years.

The Company holds other investments that are accounted for under the equity method of accounting and reported as components of Equity investments in the Consolidated Balance Sheets. One of those investments is also a VIE over which the Company has significant influence.

The Company had the following aggregate investment and maximum exposure to loss related to investments that are VIEs:

The Company’s share of income and losses accounted for under the equity method of accounting are included in Other income, net in the Consolidated Statements of Income and Comprehensive Income. Income of $1,074 was recognized in the fiscal year ended July 31, 2026. Losses of $3,775 and $13,106 were recognized in the fiscal years ended July 31, 2025 and July 31, 2024, respectively.

8. CONCENTRATION OF RISK

One dealer, FreedomRoads, LLC, accounted for approximately 13% of the Company’s consolidated net sales in fiscal 2026 and approximately 14% in both fiscal 2025 and fiscal 2024. The majority of the sales to this dealer are reported within the North American Towable and North American Motorized segments. This dealer also accounted for approximately 13% of the Company’s consolidated trade accounts receivable at July 31, 2026 and approximately 14% at July 31, 2025. The loss of this dealer or a deterioration in the liquidity or creditworthiness of this dealer could have a material adverse effect on the Company’s business.

9. EMPLOYEE BENEFIT PLANS

Substantially all non-highly compensated U.S. employees are eligible to participate in a 401(k) plan. The Company may make discretionary contributions to the 401(k) plan according to a matching formula determined by each operating subsidiary. Total expense for the plan was $5,955 in fiscal 2026, $5,403 in fiscal 2025 and $4,840 in fiscal 2024.

The Company has established a deferred compensation plan for highly compensated U.S. employees who are not eligible to participate in a 401(k) plan. This plan allows participants to defer a portion of their compensation and the Company then invests the funds in a combination of corporate-owned life insurance (“COLI”) and mutual fund investments held by the Company. The employee deferrals and the results and returns of the investments selected by the participants, which totaled $164,229 at July 31, 2026 and $146,064 at July 31, 2025, are recorded as Other long-term liabilities in the Consolidated Balance Sheets. Investments held by the Company are accounted for at cash surrender value for COLI and at fair value for mutual fund investments. Both types of company-owned assets, which in total approximate the same value as the plan liabilities, are reported as Other long-term assets on the Consolidated Balance Sheets. Changes in the value of the plan assets are reflected within Other income, net on the Consolidated Statements of Income and Comprehensive Income. Changes in the value of the liability are reflected within Selling, general and administrative expenses on the Consolidated Statements of Income and Comprehensive Income. The Company does not make matching contributions to the deferred compensation plan.

10. FAIR VALUE MEASUREMENTS

The Company assesses the inputs used to measure the fair value of certain assets and liabilities using a three-level hierarchy, as prescribed in ASC 820, “Fair Value Measurements and Disclosures,” as defined below:

•Level 1 inputs include quoted prices in active markets for identical assets or liabilities and are the most observable.

•Level 2 inputs include inputs other than Level 1 that are either directly or indirectly observable, such as quoted market prices for similar but not identical assets or liabilities, quoted prices in inactive markets or other inputs that can be corroborated by observable market data.

•Level 3 inputs are not observable, are supported by little or no market activity and include management’s judgments about the assumptions market participants would use in pricing the asset or liability.

The financial assets and liabilities that were accounted for at fair value on a recurring basis at July 31, 2026 and July 31, 2025 are as follows:

Cash equivalents represent investments in short-term money market instruments that are direct obligations of the U.S. Treasury and/or repurchase agreements backed by U.S. Treasury obligations. These investments are reported as a component of Cash and cash equivalents in the Consolidated Balance Sheets.

Deferred compensation plan assets accounted for at fair value are investments in securities (primarily mutual funds) traded in an active market held for the benefit of certain employees of the Company as part of a deferred compensation plan. Additional plan investments in corporate-owned life insurance are recorded at their cash surrender value, not fair value, and therefore are not included above.

The fair value of interest rate swaps is determined by discounting the estimated future cash flows based on the applicable observable yield curves.

Warrants to purchase shares represented certain warrants to purchase common and preferred shares of a non-public company that is not actively traded. Fair value was determined based upon prices paid by investors for the same or similar securities. These warrants were reported as a component of Other long-term assets on the Consolidated Balance Sheets. These warrants were exercised prior to July 31, 2026.

11. PRODUCT WARRANTY

The Company generally provides retail customers of its products with aone- ortwo-year warranty covering defects in material or workmanship, with longer warranties on certain structural components. The Company records a liability based on its best estimate of the amounts necessary to settle future and existing claims on products sold as of the balance sheet date. Factors used in estimating the warranty liability include a history of retail units sold, existing dealer inventory, average cost incurred and a profile of the distribution of warranty expenditures over the warranty period. Actual claims incurred could differ from estimates, requiring adjustments to the liabilities.

Changes in our product warranty liabilities during the indicated periods are as follows:

12. LONG-TERM DEBT

The components of long-term debt are as follows:

The Company is a party to a term loan agreement, which includes both a United States dollar-denominated term loan tranche (“USD term loan”) and a Euro-denominated term loan tranche (“Euro term loan”) and a $1,000,000 asset-based credit facility (“ABL”). Since originally entering these loans, the Company has entered into various amendments to extend maturities, lower interest rates and make other minor modifications. Key provisions of the current agreements and the nature of recent amendments are described below.

On November 15, 2023, the Company entered into amendments to both its term loan and ABL agreements to extend maturities and lower the applicable margins used to determine the interest rate on the USD term loan. Pursuant to the November 15, 2023 term loan amendments, the applicable margin used to determine the interest rate on USD term loan was reduced by 0.25% so that the applicable margin for Alternate Base Rate (“ABR”)-based loans was 1.75% and 2.75% for SOFR-based loans. The SOFR credit spread adjustment applicable to U.S. dollar-denominated SOFR-based loans was eliminated. The applicable margin for Euro-denominated EURIBOR-based loans of 3.00% was not changed with this amendment. The maturity date for the term loan was extended from February 1, 2026 to November 15, 2030. Covenants and other material provisions of the term loan agreement were not materially changed. Pursuant to the ABL amendment, the maturity date for loans under the ABL agreement was extended from September 1, 2026 to November 15, 2028. Maximum availability under the ABL remains at $1,000,000. The applicable margin, covenants and other material provisions of the ABL remain materially unchanged.

The November 15, 2023 debt amendments noted above were evaluated on a creditor-by-creditor basis pursuant to the requirements in ASC 470-50 related to syndicated loan arrangements. Extinguishment accounting was applied to the creditors

that were deemed to have a substantial difference in terms based on an analysis of the present values of cash flows before and

after the amendments. As a result of this analysis, the Company recorded expense of $14,741 in the second quarter of fiscal 2024. $7,566 of this $14,741 expense was classified as interest expense in the Company’s Consolidated Statements of Income and Comprehensive Income and primarily represents extinguishment charges, while the remaining $7,175 was classified as administrative expense and primarily represents third-party costs attributed to the modified loans. In addition, during the second quarter of fiscal 2024 the Company capitalized qualifying financing-related costs of $10,480 related to these amendments which are amortized over the remaining term of the amended agreements subject to acceleration for early term loan principal payments.

On July 1, 2024, the Company entered into an amendment to the term loan to modify the applicable margins used to determine the interest rate on both the USD term loan and the Euro term loan. USD term loan interest under the amended agreement was reduced by 0.50% so that the applicable margin for ABR-based loansis now 1.25% and for SOFR-based loans is 2.25%. The applicable margin for the Euro term loan was also reduced by 0.25% so that the applicable margin for the EURIBOR-based loansis 2.75%. The November 15, 2030 maturity date for the term loan remained unchanged. The covenants and other provisions of the Credit Agreement remained unchanged. The costs associated with this repricing amendment were not material.

Under the term loan, required annual principal payments of 1.00% of the November 15, 2023 term loan balance are payable quarterly in 0.25% installments starting on May 1, 2024. The Company has made sufficient payments on the USD term loan and Euro term loan to fulfill all future annual principal payment requirements over the term of the loan.

The Company must make mandatory prepayments of principal under the term loan agreement upon the occurrence of certain specified events, including certain asset sales, debt issuances and receipt of annual cash flows in excess of certain amounts. No such specified events occurred during fiscal 2026 or fiscal 2025. The Company may, at its option, prepay any borrowings under the term loan, in whole or in part, at any time without premium or penalty (except in certain circumstances).

As of July 31, 2026, the outstanding USD term loan balance of $50,000 was subject to a SOFR-based rate totaling 5.98%. As of July 31, 2025, the outstanding USD term loan balance of $60,000 was subject to a SOFR-based rate totaling 6.61%. The total interest rate on the July 31, 2026 outstanding Euro term loan tranche balance of $303,405 was 4.94%, and the total interest rate on the July 31, 2025 outstanding Euro term loan balance of $348,159 was 4.65%.

As of July 31, 2026 and July 31, 2025 there wereno outstanding ABL borrowings. The Company may, generally at its option, repay any borrowings under the ABL, in whole or in part, at any time and from time to time, without penalty or premium.

Availability under the ABL agreement is subject to a borrowing base based on a percentage of applicable eligible receivables and eligible inventory. The ABL currently carries interest at an annual base rate plus 0.25% to 0.50%, or EURIBOR plus 1.25% to 1.50%, or SOFR plus 1.35% to 1.60%, based on adjusted excess availability as defined in the ABL agreement. This agreement also includes a 0.20% unused facility fee.

The ABL contains a financial covenant which requires the Company to maintain a minimum consolidated fixed-charge coverage ratio of 1.0 X, although the covenant is only applicable when adjusted excess availability falls below a threshold of the greater of a)10% of the lesser of the borrowing base availability or the revolver line total, or b) $60,000. Up to $80,000 of the ABL is available for the issuance of letters of credit, and up to $100,000 is available for swing-line loans. The Company may also increase commitments under the ABL by up to $200,000 by obtaining additional commitments from lenders and adhering to certain other conditions.

The unused availability under the ABL is generally available to the Company for general operating purposes, and based on July 31, 2026 eligible receivable and inventory balances and net of amounts drawn, if any, totaled approximately $815,000.

On October 14, 2021, the Company issued an aggregate principal amount of $500,000 of 4.000% Senior Unsecured Notes due 2029 (“Senior Unsecured Notes”). The Senior Unsecured Notes will mature on October 15, 2029 unless redeemed or repurchased earlier. Net proceeds from the Senior Unsecured Notes, along with cash on hand, were used to repay $500,000 of borrowings then outstanding on the Company’s ABL and for certain transaction costs. Interest on the Senior Unsecured Notes is payable in semi-annual installments on April 15 and October 15 of each year. The Senior Unsecured Notes rank equally in right of payment with all of the Company’s existing and future senior indebtedness and senior to the Company’s future subordinated indebtedness, and effectively junior in right of payment to the Company’s existing and future secured indebtedness to the extent of the assets securing such indebtedness.

The unsecured note of 5,000 Euro ($5,743) at July 31, 2026 relates to long-term debt of our European segment and has an interest rate of 2.53% and matures in March 2028. Other debt relates primarily to real estate loans with varying maturity dates through September 2032 and interest rates ranging from 2.38% to 2.41%.

Total contractual debt maturities are as follows:

For fiscal 2026, 2025 and 2024, interest expense on total long-term debt was $45,263, $61,222 and $99,970, respectively. These interest expense amounts include amortization of capitalized debt issuance costs of $3,835, $7,342 and $10,708 for fiscal years 2026, 2025 and 2024, respectively. Additionally, fiscal 2024 interest expense included the debt extinguishment charges noted above.

The fair value of the Company’s term-loan debt at July 31, 2026 and July 31, 2025 was $354,922 and $410,124, respectively, and the fair value of the Company’s Senior Unsecured Notes at July 31, 2026 and July 31, 2025 was $465,000 and $469,100, respectively. The fair value of all other debt held by the Company approximates carrying value. The fair values of the Company’s long-term debt are primarily estimated using Level 2 inputs as defined by ASC 820, based on quoted prices in markets that are not active.

13. INCOME TAXES

The sources of income before income taxes are as follows:

The components of the provision for income taxes are as follows:

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

Effective with the Company’s annual disclosures for the year ended July 31, 2026, the Company prospectively adopted new guidance which requires disclosure of specific categories and greater disaggregation of information presented in the effective tax rate reconciliation. The following table is a reconciliation between the U.S. federal statutory tax rate and the effective tax rate for the twelve months ended July 31, 2026:

(1) State taxes in Alabama, California, Indiana, Michigan, New York, Oregon, Pennsylvania and Texas made up the majority (greater than 50 percent) of the tax effect in this category.

(2) The Company presents changes in unrecognized tax benefits related to tax positions taken in prior annual reporting periods within Changes in unrecognized tax benefits. Amounts in this category may be aggregated across federal, state and foreign jurisdictions.

(3) Current-year and prior-year uncertain tax benefit activity is presented within Changes in unrecognized tax benefits. Amounts presented in this category are aggregated across federal, state and foreign jurisdictions, consistent with ASU 2023-09 presentation guidance. If current-year uncertain tax benefits are instead presented in another category, the amounts would be subject to the disaggregation requirements applicable to that category.

The differences between income tax expense at the federal statutory rate and the actual income tax expense for July 31, 2025 and July 31, 2024 are as follows:

A summary of the deferred income tax balances is as follows:

Deferred tax assets are reduced by a valuation allowance if, based upon available evidence, it is more likely than not that some, or all, of the deferred tax assets will not be realized. The valuation allowances recorded at July 31, 2026 and July 31, 2025 relate to certain state and foreign net operating loss ("NOL") carryforwards, state tax credit carryforwards, other assets in foreign jurisdictions and certain disallowed state interest carryforwards.

As of July 31, 2026, the Company had $13,528 of deferred tax assets related to NOL carryforwards in certain foreign jurisdictions that will expire from fiscal 2027 or be carried forward indefinitely, of which $11,664 has been fully reserved with a valuation allowance, and the remaining amount the Company expects to realize. In addition, the Company has $1,753 of tax-affected U.S. state tax NOL carryforwards that expire from fiscal 2027 to 2046, of which $722 has been fully reserved with a valuation allowance and $763 has no deferred tax asset or valuation allowance recorded since there is no expectation of future realization. The Company has a deferred tax asset related to disallowed interest carryforwards of $20,526 in foreign jurisdictions, which it expects to fully realize, and $2,330 of deferred tax assets related to U.S. state disallowed interest and credit carryforwards, on which a full $2,330 valuation allowance is recorded.

With the exception of foreign subsidiary investment basis differences not attributable to un-repatriated foreign earnings, we consider all of our undistributed earnings of our foreign subsidiaries, as of July 31, 2026, to not be indefinitely reinvested outside of the United States, with the exception of those unremitted earnings associated with several European jurisdictions. As of July 31, 2026, the related income tax cost of the repatriation of foreign earnings was not material.

Effective with the Company’s annual disclosures for the year ended July 31, 2026, the Company prospectively adopted new guidance which requires disaggregation of income taxes paid by jurisdiction. The following table presents income taxes paid by jurisdiction, net of refunds, for the twelve months ended July 31, 2026:

The benefits of tax positions reflected on income tax returns but whose outcome remains uncertain are only recognized for financial accounting purposes if they meet minimum recognition thresholds. The total amount of unrecognized tax benefits that, if recognized, would have impacted the Company’s effective tax rate were $6,955 for fiscal 2026, $8,027 for fiscal 2025 and $8,614 for fiscal 2024.

Changes in the unrecognized tax benefit during fiscal years 2026, 2025 and 2024 were as follows:

It is the Company’s policy to recognize interest and penalties accrued relative to unrecognized tax benefits in income tax expense. The total amount of interest and penalties expense (benefit) recognized in the Consolidated Statements of Income and Comprehensive Income for the fiscal years ended July 31, 2026, July 31, 2025 and July 31, 2024 were $(120), $1,552 and $111, respectively.

The total unrecognized tax benefits above, along with the related accrued interest and penalties, are reported within the liability section of the Consolidated Balance Sheets. A portion of the unrecognized tax benefits is classified as short-term and is included in the “Income and other taxes” line of the Consolidated Balance Sheets, while the remainder is classified as a long-term liability.

The components of total unrecognized tax benefits are summarized as follows:

The Company files income tax returns in the U.S. federal jurisdiction and in many U.S. state and foreign jurisdictions. The Company is currently under a federal income tax exam for fiscal year 2022 and by certain foreign jurisdictions for fiscal years ended 2016 through 2021. The Company believes it has adequately reserved for its exposure to additional payments for uncertain tax positions in its liability for unrecognized tax benefits.

The major tax jurisdictions we file in, with the years still subject to income tax examinations, are listed below:

14. CONTINGENT LIABILITIES AND COMMITMENTS

The Company is contingently liable under terms of repurchase agreements with financial institutions providing inventory financing for certain independent dealers of certain of its RV products. These arrangements, which are customary in the RV industry, provide for the repurchase of products sold to dealers in the event of default by the dealer on their agreement to pay the financial institution. The repurchase price is generally determined by the original sales price of the product and predefined curtailment arrangements. The Company typically resells the repurchased product at a discount from its repurchase price. The risk of loss from these agreements is spread over numerous dealers. In addition to the guarantee under these repurchase agreements, the Company may also be required to repurchase inventory relative to dealer terminations in certain states in accordance with state laws or regulatory requirements. The repurchase activity related to dealer terminations in certain states has historically not been material in relation to our repurchase obligation with financial institutions.

The Company’s total commercial commitments under standby repurchase obligations on dealer inventory financing as of July 31, 2026 and July 31, 2025 were $3,315,731 and $3,484,235, respectively. The commitment term is generally up toeighteen months.

The Company accounts for the guarantee under repurchase agreements of dealers’ financing by deferring a portion of the related product sale that represents the estimated fair value of the guarantee at inception. This deferred amount is included in the repurchase and guarantee reserve balances of $15,938 and $17,508 as of July 31, 2026 and July 31, 2025, respectively, which are included in Other current liabilities in the Consolidated Balance Sheets.

Losses incurred related to repurchase agreements that were settled in fiscal 2026 and fiscal 2025 werenot material, and fiscal 2024 losses totaled $7,107. Estimating the timing and volume of any potential future repurchase demands, and the related losses to the Company, is difficult and subject to uncertainty. As of July 31, 2026, the Company is not aware of any specific information that would indicate future losses under these agreements would have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

The Company is also involved in certain litigation arising out of its operations in the normal course of its business, most of which is based upon state “lemon laws,” warranty claims and vehicle accidents (for which the Company carries insurance above a specified self-insured retention or deductible amount). The outcomes of legal proceedings and claims brought against the Company are subject to significant uncertainty. There is significant judgment required in assessing both the probability of an adverse outcome and the determination as to whether an exposure can be reasonably estimated. Based on current conditions, management does not believe the ultimate disposition of any current legal proceedings or claims against the Company will have a material effect on the Company’s financial condition, operating results or cash flows. Litigation is, however, inherently uncertain and an adverse outcome from such litigation could have a material effect on the operating results of a particular reporting period.

A product recall was issued in late fiscal 2021 related to certain purchased parts utilized in certain of our products, and an accrual to cover anticipated costs was established at that time. Starting in fiscal 2022, the accrual has been adjusted quarterly based on developments involving the recall, including our expectations regarding the extent of vendor reimbursements and the estimated total cost of the recall. The Company has been reimbursed for a portion of the costs incurred related to this recall, and as of fiscal 2026 this recall is fully resolved.

In addition, the Company recorded a contingent liability during fiscal 2022 based on developments related to an investigation by certain German-based authorities regarding the adequacy of historical disclosures of vehicle weight in advertisements and other Company-provided literature in Germany. Throughout fiscal 2023 and fiscal 2024, this accrual was adjusted quarterly, if necessary, based on developments involving this matter. The Company fully cooperated with the investigation, which was fully resolved and related payments made by the end of fiscal 2024 in an amount not materially different from the adjusted amounts previously accrued.

In both fiscal 2026 and fiscal 2025, there wasno material impact on the Company's results of operations related to thesetwo matters. In fiscal 2024, the Company recognized income of $17,979 as a component of selling, general and administrative expense related to thesetwo matters.

15. LEASES

The Company has operating leases primarily for land, buildings and equipment and has various finance leases for certain land and buildings principally expiring through 2027.

Certain of the Company’s leases include options to extend or terminate the leases and these options have been included in the relevant lease term to the extent that they are reasonably certain to be exercised.

The Company does not include significant restrictions or covenants in our lease agreements, and residual value guarantees are not generally included within our operating leases.

The components of lease costs for the fiscal years ended July 31, 2026, 2025 and 2024 were as follows:

Other information related to leases was as follows:

Future minimum rental payments required under operating and finance leases as of July 31, 2026 were as follows:

16. STOCKHOLDERS’ EQUITY

Stock-based Compensation

The Company's Board of Directors (the “Board") and its shareholders approved the THOR Industries, Inc. Amended and Restated Equity and Incentive Plan (the “Plan”) effective December 17, 2025. The maximum number of shares issuable under the Plan is 2,800,000. As of July 31, 2026, the remaining shares available to be granted under the Plan is 2,798,771. There are no shares available for new awards under any previous equity and incentive plans. The key terms and provisions of the Plan are generally consistent with the prior, recently expired equity and incentive plan. Awards under the Plan may be in the form of stock options (incentive stock options and non-statutory stock options), restricted stock, restricted stock units, performance compensation stock awards and stock appreciation rights.

Under the Company’s program to award restricted stock units (“RSU”), the Compensation and Development Committee of the Board generally approves awards each October related to the financial performance of the most recently completed fiscal year. The awarded employee restricted stock units vest, and shares of common stock are issued, in equal installments on the first, second and third anniversaries of the date of grant. In addition, concurrent with the timing of the employee awards, the Environmental, Social, Governance and Nominating Committee of the Board has awarded restricted stock units to Board members that will vest, and shares of common stock will be issued, on the first anniversary of the date of the grant.

The fair value of the employee and Board member restricted stock units is determined using the Company’s stock price on the date of grant.

Under the Company’s program to provide performance stock units (“PSU”) awards to certain members of the Company's executive management, a portion of their equity compensation is determined based on performance related to targets set for both the Company’s return on invested capital and free cash flow during a multi-year measurement period. These PSU awards are based on a sliding scale of actual performance against relevant goals within a range of fifty percent (50%) to one hundred fifty percent (150%) of the target. Performance below the fifty percent (50%) threshold results in no earned shares, while performance above the one hundred fifty percent (150%) level results in an award of shares equal totwo times the amount of target shares. In deriving the number of shares earned, if any, both performance metrics are weighted equally. Following the measurement period, in accordance with actual achievement and certification of performance metrics, fully vested shares of common stock are issued to the award recipients. The fair value of the PSU awards is determined using the Company’s stock price on the grant date. These awards are equity classified and expensed over the applicable measurement period based on the extent to which achievement of the performance metrics is probable.

Total stock-based expense recognized in fiscal 2026, 2025 and 2024 for these RSU and PSU awards totaled $26,578, $30,872 and $37,901, respectively. The Company’s tax benefit related to this total stock-based compensation expense approximates $3,920, $5,685 and $6,290 for fiscal 2026, 2025 and 2024, respectively. The fair value of the RSU and PSU shares that vested in fiscal 2026, 2025 and 2024 totaled $32,168, $39,514 and $47,282, respectively.

A summary of restricted stock unit and performance stock unit activity during fiscal 2026, 2025 and 2024 is included below:

At July 31, 2026 there was $27,949 of total unrecognized compensation costs related to restricted stock unit and performance stock unit awards that are expected to be recognized over a weighted-average period of 1.6 years.

Share Repurchase Program

On December 21, 2021, the Company’s Board of Directors authorized Company management to utilize up to $250,000 to repurchase shares of the Company’s common stock through December 21, 2024. On June 24, 2022, the Board authorized Company management to utilize up to an additional $448,321 to repurchase shares of the Company’s common stock through July 31, 2025.

On June 18, 2025, the Board retired the Company's existing share repurchase authorization which was set to expire on July 31, 2025 and authorized the Company's management to utilize up to $400,000 to purchase shares of the Company's common stock beginning on June 18, 2025 and extending through July 31, 2027. The June 18, 2025 authorization is the only active share repurchase authorization.

Under the share repurchase program, the Company is authorized to repurchase, on a discretionary basis and from time-to-time, outstanding shares of its common stock in the open market, in privately negotiated transactions or by other means, including pursuant to a repurchase plan administered in accordance with Rule 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended. The timing and amount of share repurchases will be determined at the discretion of the Company’s management team based upon the market price of the stock, management’s evaluation of general market and economic conditions, cash availability and other factors. The share repurchase program may be suspended, modified or discontinued at any time, and the Company has no obligation to repurchase any amount of its common stock under the program.

During fiscal 2026, the Company purchased 1,274,538 shares of its common stock, at various times in the open market, at a weighted-average price of $90.33 and held them as treasury shares at an aggregate purchase price of $115,126 with the entire amount coming from the June 18, 2025 authorization.

During fiscal 2025, the Company purchased 586,558 shares of its common stock, at various times in the open market, at a weighted-average price of $89.76 and held them as treasury shares at an aggregate purchase price of $52,647, with 229,766 shares, or $20,700, coming from the June 18, 2025 authorization and 356,792 shares, or $31,947, coming from the June 24, 2022 authorization.

Since the inception of the initial December 21, 2021 authorization, the Company has repurchased 5,075,868 shares of its common stock, at various times in the open market, at a weighted-average price of $87.33 per share and held them as treasury shares at an aggregate purchase price of $443,274.

As of July 31, 2026, the remaining amount of the Company’s common stock that may be repurchased under the June 18, 2025 authorization expiring on July 31, 2027 is $264,174.

17. RESTRUCTURING ACTIVITIES

During the third quarter of fiscal 2025, the Company announced a strategic organizational restructuring within its North American Towable segment to realign certain brands formerly produced by Heartland Recreation Vehicles to Jayco to optimize its enterprise structure. The restructuring plan included workforce reductions, brand rationalization, and the closure, sale or internal transfer of certain facilities. Costs associated with this restructuring as well as other ancillary initiatives are included in the financial statements for fiscal years 2026 and 2025 as summarized below in the North American Towable RVs table.

During the third and fourth quarter of fiscal 2026, the Company undertook certain restructuring initiatives within its North American Motorized segment to reduce its operational footprint and improve labor efficiencies. These actions included workforce reductions and the closure of a facility. Costs associated with this initiative are included in the financial statements for fiscal year 2026 as summarized below in the North American Motorized RVs table.

During fiscal 2026 and 2025, the Company undertook various restructuring initiatives within its European segment across multiple operating entities to reduce its operational footprint and improve labor efficiencies. These actions included workforce reductions, brand rationalization, and the closure of certain facilities. Costs associated with these initiatives are included in the financial statements for fiscal years 2026 and 2025 as summarized below in the European RVs table.

During fiscal 2026 and 2025, the Company restructured various departments and management levels within Other & Corporate to reduce costs and streamline certain functions. These actions included workforce reductions and the elimination of certain management levels. Costs associated with these departmental and managerial restructurings are included in the financial statements for fiscal years 2026 and 2025 as summarized below in the Other & Corporate table.

Any changes to the Company's estimates or additional charges associated with the initiatives and restructurings described above that are in process as of July 31, 2026, which are not expected to be material, will be reflected in the Company's results of operations in future periods, as appropriate.

We anticipate additional restructuring costs will be incurred and recognized in one or more of the Company’s reportable segments as actions associated with additional initiatives are implemented and/or approved in the future.

The components of the relevant restructuring costs include the following:

In addition to the expenses outlined in the tables above, the Company realized gains on the sale of fixed assets related to restructuring initiatives. For the years ended July 31, 2026 and July 31, 2025, the North American Towable segment realized gains from the sale of fixed assets of $36,942 and $24,068, respectively, which primarily related to the restructuring activities described above. For the years ended July 31, 2026 and July 31, 2025, the realized gains and losses from the sale of fixed assets relating to restructuring activities in the North American Motorized, European and Other segments werenot material.

Restructuring costs appear on the Consolidated Statements of Income as follows: Employee severance and related benefits are located within Selling, general and administrative expenses; Long-lived asset costs, which include asset impairment and accelerated depreciation costs, are located within Other income (expense), net and Cost of products sold, respectively; and inventory valuation expenses are located within Cost of products sold. Other restructuring expenses primarily includes building costs, promotional activities, and other expenses associated with the conclusion of business operations. These expenses are located within Net Sales, Cost of products sold and Selling, general and administrative expenses on the Consolidated Statements of Income.

The following table presents the changes in restructuring liabilities for employee severance and related benefits, located within Compensation and related items on the Consolidated Balance Sheets:

18. REVENUE RECOGNITION

The table below disaggregates revenue to the level that the Company believes best depicts how the nature, amount, timing and uncertainty of the Company’s revenue and cash flows are affected by economic factors. Other RV-related revenues shown below in the European segment include sales related to accessories and services, new and used vehicle sales at owned dealerships and RV rentals. Performance obligations for all material revenue streams are recognized at a point-in-time. Other sales relate primarily to component part sales to RV original equipment manufacturers and aftermarket sales through dealers and retailers, as well as aluminum extruded components.

19. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The components of other comprehensive income (loss) (“OCI”) and the changes in the Company’s accumulated other comprehensive income (loss) (“AOCI”) by component were as follows:

(1)We do not recognize deferred taxes for foreign currency translation gains and losses because we do not anticipate reversal in the foreseeable future.

20. WEATHER DAMAGE AT MANUFACTURING FACILITIES

On March 14, 2024, a weather event that included large damaging hail occurred at and around the Company’s Jackson Center, OH facilities. The hail resulted in significant roof damage to the motorized production facility and significant damage to inventory that was stored outside, primarily motorized chassis, but also some work in process and finished goods inventory.

The Company maintains insurance coverage, subject to a $1,000 self-insured retention, for the repair or replacement of covered assets that suffer loss, as well as coverage for business interruption, including lost profits. Inventory is a covered asset under the insurance policy, as is the production facility itself.

Total property losses and expenses incurred related to this event were $69,822, primarily related to damaged motorized chassis. As of July 31, 2025, the insurance claim process was completed and the Company had received all insurance proceeds due related to this event of $81,975, net of the $1,000 deductible. In the fourth quarter of fiscal 2025, the Company recognized a total gain of $12,153 related to this insurance settlement, which includes $5,837 for business interruption and the remainder primarily relates to the insurance replacement reimbursement exceeding the carrying value of the damaged property. The total gain is included in Other income, net in the Consolidated Statements of Income and Comprehensive Income for fiscal 2025, and the impact on the fiscal 2024 results related to this event werenot material.

21. SUBSEQUENT EVENT

On September 10, 2026, the Company announced its strategic initiative to unify its North American RV operations and form three distinct operating groups within the Company: North American RV, European and Supply. The announcement included information on the newly named North American RV leadership team and other changes in key management positions. The decisions announced do not impact the fiscal 2026 Consolidated Financial Statements. The Company will be evaluating the impact of these actions on its fiscal 2027 financial reporting including, but not limited to, the potential impact to the determination of reportable segments, operating segments and reporting units.