Camping World Holdings, Inc.
For the period ended Jun 30, 2026. Filed Jul 31, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Jul 31, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
1. Summary of Significant Accounting Policies
Principles of Consolidation and Basis of Presentation
The condensed consolidated financial statements include the accounts of Camping World Holdings, Inc. and its subsidiaries, and are presented in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results of operations, financial position and cash flows for the periods presented have been reflected. All intercompany accounts and transactions of the Company and its subsidiaries have been eliminated in consolidation.
The condensed consolidated financial statements as of and for the three and six months ended June 30, 2026 and 2025 are unaudited. The condensed consolidated balance sheet as of December 31, 2025 has been derived from the audited financial statements at that date but does not include all of the disclosures required by GAAP. These interim condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 27, 2026 (“Annual Report”). Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.
CWH has sole voting power in and control of the management of CWGS, LLC. As of June 30, 2026, December 31, 2025, and June 30, 2025, CWH owned 61.5%,61.4%, and 61.1%, respectively, of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its condensed consolidated financial statements.
The Company does not have any material components of other comprehensive income recorded within its condensed consolidated financial statements, and, therefore, does not separately present a statement of comprehensive income in its condensed consolidated financial statements.
Seasonality
The Company has experienced, and expects to continue to experience, variability in revenue, net income, and cash flows as a result of annual seasonality in its business. Because RVs are used primarily by vacationers and campers, demand for services, protection plans, products, and resources generally declines during the winter season, while sales and profits are generally highest during the spring and summer months. In addition, unusually severe weather conditions in some geographic areas may impact demand.
The Company generates a disproportionately higher amount of its annual revenue in its second and third fiscal quarters, which include the spring and summer months. The Company incurs additional expenses in the second and third fiscal quarters due to higher sale volumes, increased staffing in its store locations and program costs. If, for any reason, the Company miscalculates the demand for its products or its product mix during the second and third fiscal quarters, its sales in these quarters could decline, resulting in higher labor costs as a percentage of gross profit, lower margins and excess inventory, which could cause the Company’s annual results of operations to suffer and its stock price to decline.
Additionally, selling, general, and administrative (“SG&A”) expenses as a percentage of gross profit tend to be higher in the first and fourth quarters due to the seasonality of the Company’s business.
Due to the Company’s seasonality, the possible adverse impact from other risks associated with its business, including atypical weather, consumer spending levels, changes in the costs of the Company’s products including the impact of tariffs, and general business conditions, is potentially greater if any such risks occur during the Company’s peak sales seasons.
Current Expected Credit Losses
The allowance for credit losses is based on management’s assessment of the collectability of its customer accounts. The Company regularly reviews the composition of the accounts receivable aging, historical bad debts, changes in payment patterns, customer creditworthiness, current economic trends, and reasonable and supportable forecasts about the future. Relevant risk characteristics include customer size and historical loss patterns. As of January 1, 2026, the Company elected the practical expedient to assume that conditions as of the balance sheet date will remain unchanged for an asset’s remaining life when estimating credit losses on current accounts receivable and current contract assets arising from transactions under Accounting Standards Codification (“ASC”) 606.
Recently Adopted Accounting Pronouncements
In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Financial Instruments―Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU provides a practical expedient for all entities and a related accounting policy election for entities other than public business entities for the calculation of current expected credit losses on current accounts receivable and current contract assets. The practical expedient allows all entities to assume that conditions as of the balance sheet date will remain unchanged for an asset’s remaining life when estimating credit losses on current accounts receivable and current contract assets arising from transactions under ASC 606. The standard is effective for fiscal years beginning after December 15, 2025 and interim periods within those annual reporting periods, with early adoption permitted. The adoption of this ASU on January 1, 2026 resulted in the disclosure of the election of the practical expedient and did not otherwise have a material impact on the Company’s condensed consolidated financial statements.
Recently Issued Accounting Pronouncements
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. This ASU requires that at each interim and annual reporting period entities present a new tabular disclosure in the notes to the financial statements, presenting disaggregation of the amounts of purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion. Furthermore, the ASU requires entities to include certain amounts that are already required to be disclosed under GAAP in the same disclosure as other disaggregation requirements and disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. Additionally, entities are required to disclose the total amount of selling expenses and, in an annual reporting period, an entity’s definition of selling expenses. The standard is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its condensed 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 ASU removes all references to software development stages throughout Subtopic 350-40. Instead, an entity is required to start capitalizing software costs when both of the following occur: (1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold”). In evaluating the probable-to-complete threshold, an entity is required to consider whether there is significant uncertainty associated with the development activities of the software, as described by the standard. This ASU specifies that the disclosures in Subtopic 360-10, Property, Plant, and Equipment—Overall, are required for all capitalized internal-use software costs, regardless of how those costs are presented in the financial statements. The standard is effective for fiscal years beginning after December 15, 2027 and interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its condensed consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The amendments in this ASU clarify interim disclosure requirements and the applicability of Topic 270. The objective of the update is to provide clarity about current interim requirements and also includes
a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The standard is effective for interim periods with the annual reporting period beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its condensed consolidated financial statements.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements. This ASU represents changes to the ASC that (1) clarify, (2) correct errors, or (3) make minor improvements. The ASU is intended to make the ASC easier to understand and apply. The standard is effective for fiscal years beginning after December 15, 2026 and interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its condensed consolidated financial statements.
In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818). This ASU introduces a comprehensive model that establishes recognition, measurement, presentation, and disclosure requirements for (1) environmental credits and, when applicable, (2) compliance obligations that may be settled by using environmental credits. The standard is effective for fiscal years beginning after December 15, 2027 and interim periods within those annual reporting periods, with early adoption permitted. The Company does not expect the impact of the adoption of the provisions of the ASU will be material to its condensed consolidated financial statements.
2. Revenue
Contract Assets
As of June 30, 2026, December 31, 2025, and June 30, 2025, contract assets of $9.3 million, $10.7 million and $9.9 million, respectively, relating to RV service revenues, were included in accounts receivable in the accompanying condensed consolidated balance sheets.
Deferred Revenues
The Company records deferred revenues when cash payments are received or due in advance of the Company’s performance, net of estimated refunds that are presented separately as a component of accrued liabilities. For the six months ended June 30, 2026, the Company estimates approximately $56.3 million of revenues recognized were included in the deferred revenue balance at the beginning of the period. These estimates consider factors including, but not limited to, average service term, cash received for the period, cancellations, contract extensions, and upgrades.
As of June 30, 2026, the Company had unsatisfied performance obligations primarily relating to plans for its roadside assistance, Good Sam Club memberships, Good Sam Club loyalty program, Coast to Coast memberships, the annual campground guide, and magazine publication revenue streams. The total unsatisfied performance obligations for these revenue streams as of June 30, 2026 and the periods during which the Company expects to recognize the amounts as revenue are presented as follows:
| | | | |
|---|---|---|---|
| · · As of | |||
| ($ in thousands) · · June 30, 2026 | |||
| 2026 | | $56,558 | |
| 2027 | | | 46,521 |
| 2028 | | | 17,752 |
| 2029 | | | 9,894 |
| 2030 | | | 5,294 |
| Thereafter | | | 3,022 |
| | | $139,041 | |
| | | | |
3. Accounts Receivable
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · June 30, · · December 31, · · June 30, | |||||||||
| ($ in thousands) · · 2026 · · 2025 · · 2025 | |||||||||
| Good Sam Services and Plans | | $12,788 | | $15,313 | | $16,847 | |||
| RV and Outdoor Retail | | | | | | | | | |
| New and used vehicles | | | 5,225 | | | 2,868 | | | 5,046 |
| Parts, service and other | | | 28,741 | | | 30,750 | | | 27,650 |
| Trade accounts receivable | | | 41,958 | | | 40,906 | | | 32,543 |
| Due from manufacturers | | | 47,734 | | | 25,209 | | | 31,574 |
| Escrow receivable from sale of real property | | | — | | | 45,249 | | | — |
| Other | | | 33,005 | | | 13,625 | | | 27,771 |
| | | | 169,451 | | | 173,920 | | | 141,431 |
| Allowance for credit losses | | | (7,472) | | | (3,422) | | | (3,609) |
| | | $161,979 | | $170,498 | | $137,822 | |||
| | | | | | | | | | |
On December 31, 2025, the Company closed on the $45.2 million sale of real property; however, net proceeds of $15.1 million and the principal payments of $30.1 million on the related Real Estate Facilities (see Note 8 — Long-Term Debt) were not distributed through escrow until January 2, 2026.
4**. Inventories and Floor Plan Payables**
Inventories consisted of the following:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · June 30, · · December 31, · · June 30, | |||||||||
| ($ in thousands) · · 2026 · · 2025 · · 2025 | |||||||||
| Good Sam services and plans | | $272 | | $349 | | $298 | |||
| New RVs | | | 1,264,258 | | | 1,421,435 | | | 1,330,965 |
| Used RVs | | | 429,417 | | | 530,861 | | | 536,665 |
| Products, parts, accessories and other | | | 166,351 | | | 159,255 | | | 193,232 |
| | | $1,860,298 | | $2,111,900 | | $2,061,160 | |||
| | | | | | | | | | |
Substantially all of the Company’s new RV inventory and certain of its used RV inventory, included in the RV and Outdoor Retail segment, is financed by a floor plan credit agreement (“Floor Plan Facility”) with a syndication of banks (“Floor Plan Lenders”).
In February 2025, FreedomRoads, LLC entered into an amendment to the Floor Plan Facility, which (a) increased the commitment for floor plan borrowings by $300.0 million to $2.15 billion, (b) increased the commitment for the letter of credit facility by $15.0 million to $45.0 million, and (c) extended the maturity date from September 30, 2026 to the earlier of, if applicable, (i) February 18, 2030 or (ii) March 5, 2028, if the Company’s Term Loan Facility (as defined and discussed in Note 8 — Long-Term Debt) has not been repaid, refinanced, or defeased and the maturity has not been extended by at least 180 days after February 18, 2030.
As of June 30, 2026, December 31, 2025, and June 30, 2025, the applicable interest rate for the floor plan notes payable under the Floor Plan Facility was 5.89%,5.89%, and 6.49%, respectively.
There wasno balance outstanding for the revolving line of credit under the Floor Plan Facility as of June 30, 2026, December 31, 2025 and June 30, 2025. Additionally, under the Floor Plan Facility, the revolving line of credit borrowings are subject to a borrowing base calculation, which did not limit the borrowing capacity as of June 30, 2026, December 31, 2025, and June 30, 2025.
Management has determined that the credit agreement governing the Floor Plan Facility includes subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred as of June 30, 2026 that would trigger a subjective acceleration clause. Additionally, the credit agreement governing the Floor Plan Facility contains certain financial covenants. FreedomRoads, LLC was in compliance with all financial debt covenants as of June 30, 2026, December 31, 2025, and June 30, 2025.
The following table details the outstanding amounts and available borrowings under the Floor Plan Facility:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · June 30, · · December 31, · · June 30, | |||||||||
| ($ in thousands) · · 2026 · · 2025 · · 2025 | |||||||||
| Floor Plan Facility | | | | | | | | | |
| Notes payable - floor plan: | | | | | | | | | |
| Total commitment | | $2,150,000 | | $2,150,000 | | $2,150,000 | |||
| Less: borrowings, net of FLAIR offset account | | | (1,324,184) | | | (1,603,645) | | | (1,280,102) |
| Less: FLAIR offset account(1) | | | (22,231) | | | (25,117) | | | (39) |
| Additional borrowing capacity | | | 803,585 | | | 521,238 | | | 869,859 |
| Less: short-term payable for sold inventory(2) | | | (70,217) | | | (35,981) | | | (82,871) |
| Less: purchase commitments(3) | | | (18,152) | | | (26,841) | | | (26,884) |
| Unencumbered borrowing capacity | | $715,216 | | $458,416 | | $760,104 | |||
| | | | | | | | | | |
| Revolving line of credit: | | $70,000 | | $70,000 | | $70,000 | |||
| Less: borrowings | | | — | | | — | | | — |
| Additional borrowing capacity | | $70,000 | | $70,000 | | $70,000 | |||
| | | | | | | | | | |
| Letters of credit: | | | | | | | | | |
| Total commitment | | $45,000 | | $45,000 | | $45,000 | |||
| Less: outstanding letters of credit | | | (15,414) | | | (15,414) | | | (14,300) |
| Additional letters of credit capacity | | $29,586 | | $29,586 | | $30,700 | |||
| | | | | | | | | | |
| (1) | Flooring line aggregate interest reduction (“FLAIR”) offset account that allows the Company to transfer cash to the Floor Plan Lenders as an offset to the payables under the Floor Plan Facility. The FLAIR offset account does not reduce the outstanding amount of loans under the Floor Plan Facility for purposes of determining the unencumbered borrowing capacity under the Floor Plan Facility. |
| (2) | The short-term payable represents the amount due for sold inventory. A payment for any floor plan units sold is due within three to ten business days of sale. Due to the short-term nature of these payables, the Company reclassifies the amounts from notes payable‒floor plan, net to accounts payable in the condensed consolidated balance sheets. Changes in the vehicle floor plan payable are reported as cash flows from financing activities in the condensed consolidated statements of cash flows. |
| (3) | Purchase commitments represent vehicles approved for floor plan financing where the inventory has not yet been received by the Company from the supplier and no floor plan borrowing is outstanding. |
5. Long-Lived Asset Impairment
During the three and six months ended June 30, 2026 and the six months ended June 30, 2025, the Company had indicators of impairment of the long-lived assets for certain locations. Such indicators primarily included decreases in market rental rates or decreases in the market value of real property for closed locations, and the Company’s review of location performance in the normal course of business. As a result of updating certain assumptions in the long-lived asset impairment analysis for these locations, the Company determined that the fair value of certain long-lived assets was below their carrying value and were impaired.
The long-lived asset impairment charges were calculated as the amount that the carrying value of these locations exceeded the estimated fair value, except that individual assets cannot be impaired below their individual fair values when that fair value can be determined without undue cost and effort. Estimated fair value is typically based on estimated discounted future cash flows, while property appraisals or market rent analyses are utilized for determining the fair value of certain assets related to properties and leases.
The following table details long-lived asset impairment charges by type of long-lived asset, all of which relate to the RV and Outdoor Retail segment:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended June 30, · · Six Months Ended June 30, | ||||||||||||
| ($ in thousands) · · 2026 · · 2025 · · 2026 · · 2025 | ||||||||||||
| Long-lived asset impairment charges by type of long-lived asset: | | | | | | | | | | | | |
| Leasehold improvements | | $435 | | $— | | $435 | | $190 | ||||
| Operating lease right of use assets | | | 6,392 | | | — | | | 6,392 | | | — |
| Building and improvements | | | 6,272 | | | — | | | 6,272 | | | 430 |
| Total long-lived asset impairment charges | | $13,099 | | $— | | $13,099 | | $620 | ||||
| | | | | | | | | | | | | |
6. Assets Held for Sale and Business Divestitures
As of June 30, 2026, December 31, 2025, and June 30, 2025, one, one, andfive RV and Outdoor Retail segment properties, respectively, met the criteria to be classified as held for sale.
The following table presents the components of assets held for sale:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · June 30, · · December 31, · · June 30, | |||||||||
| ($ in thousands) · · 2026 · · 2025 · · 2025 | |||||||||
| Assets held for sale: | | | | | | | | | |
| Property and equipment, net | | $175 | | $175 | | $15,202 | |||
| | | $175 | | $175 | | $15,202 | |||
| | | | | | | | | | |
On June 30, 2025, the Company closed on the sale of certain assets ofone RV dealership. The approximately $10.3 million fair value of consideration received from the divestiture was comprised of $4.4 million of cash consideration and $5.9 million paid directly to the Floor Plan Lenders for new vehicles included in the Company’s floor plan. Included in the $4.4 million of cash consideration was $1.0 million for a deposit related to a future purchase of real estate. The divested net assets were comprised primarily of approximately $6.1 million of inventories, net; $0.1 million of property and equipment, net; and $3.4 million of goodwill allocated from the RV and Outdoor Retail segment based on the relative fair value of the dealership. This divestiture transaction resulted in a loss of $0.3 million and was included in loss (gain) on sale or disposal of assets in the condensed consolidated statements of operations for the three and six months ended June 30, 2025. In addition to receiving a return for the assets, the sale allowed the Company to avoid significant brand-specific capital improvements which would have been required to support the dealership on an on-going basis.
\
7. Goodwill and Intangible Assets
Goodwill
The following table presents a summary of changes in the Company’s goodwill by segment for the six months ended June 30, 2026 and 2025 and the year ended December 31, 2025:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Good Sam · · · · | |||||||||
| · · Services and · · RV and · · | |||||||||
| ($ in thousands) · · Plans · · Outdoor Retail · · Consolidated | |||||||||
| Balance at December 31, 2024 (excluding impairment charges) | | $72,679 | | $903,182 | | $975,861 | |||
| Accumulated impairment charges | | | (46,884) | | | (194,953) | | | (241,837) |
| Balance at December 31, 2024 | | | 25,795 | | | 708,229 | | | 734,024 |
| Acquisitions | | | — | | | 17,951 | | | 17,951 |
| Divestiture(1) | | | — | | | (3,414) | | | (3,414) |
| Balance at June 30, 2025 | | | 25,795 | | | 722,766 | | | 748,561 |
| Acquisitions | | | — | | | 760 | | | 760 |
| Balance at December 31, 2025 | | | 25,795 | | | 723,526 | | | 749,321 |
| Acquisitions | | | — | | | 2,340 | | | 2,340 |
| Balance at June 30, 2026 | | $25,795 | | $725,866 | | $751,661 | |||
| | | | | | | | | | |
| (1) | In June 2025, the Company closed on the sale of a dealership (see Note 6 — Assets Held for Sale and Business Divestitures). |
At June 30, 2026, the Company performed a qualitative impairment assessment to determine if it was more likely than not that the fair value of the RV and Outdoor Retail reporting unit was less than its carrying value by evaluating relevant events and circumstances. After considering recent performance comparable to forecasts utilized in the most recent interim goodwill impairment test as of March 31, 2026 (“Q1 26 Interim Goodwill Test”), among other factors, the Company concluded that it was more likely than not that the fair value of the RV and Outdoor Retail reporting unit was less than its carrying value as of June 30, 2026. As a result, the Company performed a quantitative goodwill impairment test as of June 30, 2026 (“Q2 26 Interim Goodwill Test”).
The Q1 26 Interim Goodwill Test and Q2 26 Interim Goodwill Test concluded that the RV and Outdoor Retail reporting unit’s fair value exceeded its carrying value by 10% and 7%, respectively; therefore, no impairment of goodwill was recorded during the three months and six months ended June 30, 2026. The Company estimated the fair value of this reporting unit using a combination of the guideline public company method under the market approach and the discounted cash flow analysis method under the income approach. Of the key assumptions to the determination of fair value for the RV and Outdoor Retail reporting unit, (i) revenue and EBITDA projections, (ii) discount rate, and (iii) market multiples of comparable public companies are subject to the most uncertainty and it is reasonably possible that changes in the estimates underlying those, or other, assumptions could negatively impact the fair value of the RV and Outdoor Retail reporting unit and result in an impairment of goodwill in the near term.
Intangible Assets
Finite-lived intangible assets and related accumulated amortization consisted of the following:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · June 30, 2026 | |||||||||
| · · Carrying · · Accumulated · · · | |||||||||
| ($ in thousands) · · Value · · Amortization · · Net | |||||||||
| Good Sam Services and Plans: | | | | | | | | | |
| Membership, customer lists and other | | $9,194 | | $(9,152) | | $42 | |||
| Trademarks and trade names | | | 2,132 | | | (592) | | | 1,540 |
| Websites and developed technology | | | 3,650 | | | (2,447) | | | 1,203 |
| RV and Outdoor Retail: | | | | | | | | | |
| Customer lists, domain names and other | | | 4,154 | | | (3,353) | | | 801 |
| Supplier lists and agreements | | | 9,500 | | | (1,930) | | | 7,570 |
| Trademarks and trade names | | | 26,526 | | | (24,015) | | | 2,511 |
| Websites and developed technology | | | 6,151 | | | (5,753) | | | 398 |
| | | $61,307 | | $(47,242) | | $14,065 | |||
| | | | | | | | | | |
| | | December 31, 2025 | |||||||
| | | Carrying | | Accumulated | | | | ||
| ($ in thousands) | | Value | | Amortization | | Net | |||
| Good Sam Services and Plans: | | | | | | | | | |
| Membership, customer lists and other | | $9,194 | | $(9,140) | | $54 | |||
| Trademarks and trade names | | | 2,132 | | | (521) | | | 1,611 |
| Websites and developed technology | | | 3,650 | | | (2,169) | | | 1,481 |
| RV and Outdoor Retail: | | | | | | | | | |
| Customer lists and domain names | | | 4,154 | | | (3,152) | | | 1,002 |
| Supplier lists and agreements | | | 9,500 | | | (1,484) | | | 8,016 |
| Trademarks and trade names | | | 26,526 | | | (23,345) | | | 3,181 |
| Websites and developed technology | | | 6,151 | | | (5,672) | | | 479 |
| | | $61,307 | | $(45,483) | | $15,824 | |||
| | | | | | | | | | |
| · · June 30, 2025 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| · · Cost or · · Accumulated · · · | |||||||||
| ($ in thousands) · · Fair Value · · Amortization · · Net | |||||||||
| Good Sam Services and Plans: | | | | | | | | | |
| Membership, customer lists and other | | $9,740 | | $(9,656) | | $84 | |||
| Trademarks and trade names | | | 2,132 | | | (450) | | | 1,682 |
| Websites and developed technology | | | 3,650 | | | (1,891) | | | 1,759 |
| RV and Outdoor Retail: | | | | | | | | | |
| Customer lists and domain names and other | | | 4,154 | | | (2,952) | | | 1,202 |
| Supplier lists and agreements | | | 9,500 | | | (1,039) | | | 8,461 |
| Trademarks and trade names | | | 26,526 | | | (22,675) | | | 3,851 |
| Websites and developed technology | | | 6,151 | | | (5,588) | | | 563 |
| | | $61,853 | | $(44,251) | | $17,602 | |||
| | | | | | | | | | |
8. Long-Term Debt
Outstanding long-term debt consisted of the following:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · June 30, · · December 31, · · June 30, | |||||||||
| ($ in thousands) · · 2026 · · 2025 · · 2025 | |||||||||
| Term Loan Facility (1) | | $1,286,597 | | $1,308,832 | | $1,330,401 | |||
| Real Estate Facilities (2) | | | 111,281 | | | 155,137 | | | 168,332 |
| Other Long-Term Debt | | | 7,417 | | | 7,588 | | | 7,760 |
| Subtotal | | | 1,405,295 | | | 1,471,557 | | | 1,506,493 |
| Less: current portion | | | (27,792) | | | (57,939) | | | (23,023) |
| Total | | $1,377,503 | | $1,413,618 | | $1,483,470 | |||
| | | | | | | | | | |
| (1) | Net of $5.6 million, $7.0 million, and $8.3 million of original issue discount as of June 30, 2026, December 31, 2025, and June 30, 2025, respectively, and $2.0 million, $2.6 million, and $3.2 million of finance costs as of June 30, 2026, December 31, 2025, and June 30, 2025, respectively. |
| (2) | Net of $1.5 million, $2.0 million, and $2.5 million of finance costs as of June 30, 2026, December 31, 2025, and June 30, 2025, respectively. |
Senior Secured Credit Facilities
As of June 30, 2026, December 31, 2025, and June 30, 2025, CWGS Group, LLC (the “Borrower”), a wholly-owned subsidiary of CWGS, LLC, was party to a credit agreement (the “Credit Agreement”) for a term loan facility (the “Term Loan Facility”) and a revolving credit facility (the “Revolving Credit Facility” and collectively the “Senior Secured Credit Facilities”).
The following table details the outstanding amounts and available borrowings under the Senior Secured Credit Facilities:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · June 30, · · December 31, · · June 30, | |||||||||
| ($ in thousands) · · 2026 · · 2025 · · 2025 | |||||||||
| Senior Secured Credit Facilities: | | | | | | | | | |
| Term Loan Facility: | | | | | | | | | |
| Principal amount of borrowings | | $1,400,000 | | $1,400,000 | | $1,400,000 | |||
| Less: cumulative principal payments | | | (105,772) | | | (81,564) | | | (58,057) |
| Less: unamortized original issue discount | | | (5,623) | | | (6,993) | | | (8,329) |
| Less: unamortized finance costs | | | (2,008) | | | (2,611) | | | (3,213) |
| | | | 1,286,597 | | | 1,308,832 | | | 1,330,401 |
| Less: current portion | | | (14,015) | | | (14,015) | | | (14,015) |
| Long-term debt, net of current portion | | $1,272,582 | | $1,294,817 | | $1,316,386 | |||
| Revolving Credit Facility: | | | | | | | | | |
| Total commitment | | $65,000 | | $65,000 | | $65,000 | |||
| Less: outstanding letters of credit | | | (4,902) | | | (4,902) | | | (4,902) |
| Less: total net leverage ratio borrowing limitation | | | (37,348) | | | (37,348) | | | (37,348) |
| Additional borrowing capacity | | $22,750 | | $22,750 | | $22,750 | |||
| | | | | | | | | | |
As of June 30, 2026, December 31, 2025, and June 30, 2025, the average interest rate on the Term Loan Facility was 6.26%,6.33%, and 6.94%, respectively, and the effective interest rates were 6.48%,6.77%, and 7.18%, respectively. In addition to the regularly scheduled quarterly principal payments, the Company made a voluntary principal payment on the Term Loan Facility of $17.2 million in February 2026.
Management has determined that the Senior Secured Credit Facilities include subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred as of June 30, 2026 that would trigger a subjective acceleration clause.
The Credit Agreement requires the Borrower and its subsidiaries to comply on a quarterly basis with a maximum Total Net Leverage Ratio (as defined in the Credit Agreement), which covenant is in effect only if, as of the end of each calendar quarter, the aggregate amount of borrowings under the revolving credit facility, letters of credit and unreimbursed letter of credit disbursements outstanding at such time is greater than 35% of the total commitment on the Revolving Credit Facility (excluding (i) up to $15.0 million attributable to any outstanding undrawn letters of credit and (ii) any cash collateralized or backstopped letters of credit), as defined in the Credit Agreement. As of June 30, 2026, the Company was not subject to this covenant as borrowings under the Revolving Credit Facility did not exceed the 35% threshold, however the Company’s borrowing capacity was reduced by $37.3 million in light of this covenant. The Company was in compliance with all applicable financial debt covenants as of June 30, 2026, December 31, 2025, and June 30, 2025.
Real Estate Facilities
As of June 30, 2026, December 31, 2025 and June 30, 2025, subsidiaries of FRHP Lincolnshire, LLC (“FRHP”), an indirect wholly-owned subsidiary of CWGS, LLC, were party to a credit agreement with a syndication of banks for a real estate credit facility (as amended from time to time, the “M&T Real Estate Facility”) with aggregate maximum principal capacity of $300.0 million with an option that allows FRHP to request an additional $100.0 million of principal capacity. During the six months ended June 30, 2026, FRHP hadno additional borrowings under the M&T Real Estate facility. During the year ended December 31, 2025 and the six months ended June 30, 2026, FRHP made payments on the M&T Real Estate Facility of $8.3 million and $44.3 million, respectively, to pay off the remaining principal balances related to certain properties. Of the $44.3 million paid during the six months ended June 30, 2026, $30.1 million related to the principal repayment on the December 31, 2025 sale of real property, where the net proceeds of $15.1 million and principal repayment were not distributed through escrow until January 2, 2026.
As of June 30, 2026, December 31, 2025, and June 30, 2025, Camping World Property, LLC, successor by conversion to Camping World Property, Inc. (the ‘‘Real Estate Borrower’’), an indirect wholly-owned subsidiary of CWGS, LLC, and CIBC Bank USA, were parties to a loan and security agreement for a real estate credit facility (as amended from time to time, the “First CIBC Real Estate Facility” and together with the M&T Real Estate Facility, the “Real Estate Facilities”). The First CIBC Real Estate Facility matures in October 2028.
The following table shows a summary of the outstanding balances, remaining available borrowings, and weighted average interest rate under the Real Estate Facilities:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · As of June 30, 2026 | |||||||||
| · · · · Remaining · · Wtd. Average | |||||||||
| ($ in thousands) · · Outstanding(1) · · Available(2) · · Interest Rate | |||||||||
| Real Estate Facilities | | | | | | | | | |
| M&T Real Estate Facility | | $108,322 | | $57,390 | (3) | | 6.04% | ||
| First CIBC Real Estate Facility | | | 2,959 | | | — | | | 6.63% |
| | | $111,281 | | $57,390 | | | | ||
| | | | | | | | | | |
| (1) | Outstanding principal amounts are net of unamortized finance costs. |
| (2) | Amounts cannot be reborrowed. |
| (3) | Additional borrowings on the M&T Real Estate Facility are subject to a debt service coverage ratio covenant and to the property collateral requirements under the M&T Real Estate Facility. |
Management has determined that the credit agreements governing the Real Estate Facilities include subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred as of June 30, 2026 that would trigger a subjective acceleration clause. Additionally, the Real Estate Facilities are subject to certain cross default provisions, a debt service coverage ratio, and other customary covenants. The Company was in compliance with all financial debt covenants as of June 30, 2026, December 31, 2025, and June 30, 2025.
Other Long-Term Debt
As of June 30, 2026, the outstanding principal balance of other long-term debt was $7.4 million with a weighted average interest rate of 4.27%.
9. Lease Obligations
The following table presents certain information related to the costs for leases where the Company is the lessee:
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| · Three Months Ended June 30, · · Six Months Ended June 30, | |||||||||||
| ($ in thousands) · 2026 · · 2025 · · 2026 · · 2025 | |||||||||||
| Operating lease cost | $31,091 | | $29,423 | | $62,114 | | $58,776 | ||||
| Finance lease cost: | | | | | | | | | | | |
| Amortization of finance lease assets | | 2,740 | | | 2,717 | | | 5,458 | | | 5,308 |
| Interest on finance lease liabilities | | 2,058 | | | 2,240 | | | 4,104 | | | 4,422 |
| Short-term lease cost | | 275 | | | 275 | | | 535 | | | 583 |
| Variable lease cost | | 6,643 | | | 5,155 | | | 12,763 | | | 11,859 |
| Sublease income | | (1,084) | | | (882) | | | (2,192) | | | (1,728) |
| Net lease costs | $41,723 | | $38,928 | | $82,782 | | $79,220 | ||||
| | | | | | | | | | | | |
As of June 30, 2026, December 31, 2025, and June 30, 2025, finance lease assets of $112.3 million, $113.7 million, and $127.5 million, respectively, were included in property and equipment, net in the accompanying condensed consolidated balance sheets.
The following table presents supplemental cash flow information related to leases:
| | | | | | |
|---|---|---|---|---|---|
| | Six Months Ended June 30, | ||||
| ($ in thousands) · 2026 · · 2025 | |||||
| Cash paid for amounts included in the measurement of lease liabilities: | | | | | |
| Operating cash flows for operating leases | $63,704 | | $40,833 | ||
| Operating cash flows for finance leases | | 4,104 | | | 4,422 |
| Financing cash flows for finance leases | | 3,745 | | | 3,637 |
| Lease assets obtained in exchange for lease liabilities: | | | | | |
| New, remeasured and terminated operating leases | | 32,151 | | | 6,329 |
| New, remeasured and terminated finance leases | | 4,011 | | | 12,768 |
During the six months ended June 30, 2026 and 2025, the Company entered into sale-leaseback transactions forthree andone properties, respectively, associated with store locations in the RV and Outdoor Retail segment, and received consideration of $11.0 million and $3.5 million of cash, respectively. The Company recorded a loss of $0.6 million for the six months ended June 30, 2026 that was included in loss (gain) on sale or disposal of assets in the condensed consolidated statements of operations. No gain or loss was recorded for the six months ended June 30, 2025. In 2026, the Company entered into a 19-year lease agreement as the lessee with the buyer fortwo of the properties, and a 12.5-year lease agreement as the lessee with the buyer forone of the properties. In 2025, the Company entered into a 19-year lease agreement as the lessee with the buyer of the property.
10. Fair Value Measurements
Accounting guidance for fair value measurements establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
Recurring Fair Value Measurements
The following table presents the reported carrying values and the fair values by level of the Company’s assets and liabilities measured at fair value on a recurring basis:
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · June 30, 2026 · · December 31, 2025 · · June 30, 2025 | ||||||||||||||||||
| ($ in thousands) · · Carrying Value · · Level 3 · · Carrying Value · · Level 3 · · Carrying Value · · Level 3 | ||||||||||||||||||
| Assets: | | | | | | | | | | | | | | | | | | |
| Derived participation investment (1) | | $3,302 | | $3,302 | | $3,321 | | $3,321 | | $6,001 | | $6,001 | ||||||
| Liabilities: | | | | | | | | | | | | | | | | | | |
| Acquisition-related contingent consideration (2) | | | — | | | — | | | — | | | — | | | 368 | | | 368 |
| (1) | Derived participation investment was included in other assets in the accompanying condensed consolidated balance sheets. |
| (2) | As of June 30, 2025, the $0.4 million of acquisition-related contingent consideration was included in accrued liabilities in the accompanying condensed consolidated balance sheets. |
The following table presents fair value measurements using significant unobservable inputs (Level 3):
| | | | | | | |
|---|---|---|---|---|---|---|
| ($ in thousands) · · Derived Participation Investment · · Acquisition-Related Contingent Consideration | ||||||
| Beginning balance as of January 1, 2025 | | $156 | | $368 | ||
| Purchases | | | 5,992 | | | — |
| Settlements | | | (458) | | | — |
| Gains included in earnings(1) | | | 311 | | | — |
| Ending balance as of June 30, 2025 | | | 6,001 | | | 368 |
| Purchases | | | 3,475 | | | — |
| Settlements | | | (1,308) | | | (100) |
| In transit exchanges for new securities(2) | | | (5,708) | | | — |
| Gains included in earnings(1) | | | 861 | | | (268) |
| Ending balance as of December 31, 2025 | | | 3,321 | | | — |
| Losses included in earnings | | | (19) | | | — |
| Ending balance as of June 30, 2026 | | $3,302 | | $— | ||
| (1) | Gains related to the derived participation investment represent an increase in the asset. Gains related to the acquisition-related contingent consideration represent a decrease in the liability. |
| (2) | Securitization proceeds held by issuer to be exchanged for new investment. |
Derived Participation Investment
The Company has entered into an arrangement with a consumer financing partner to invest in a participation interest in the cash flows of certain financing transactions under the white label financing program with such consumer financing partner (the “Derived Participation Investment”). The fair value of this investment was estimated by discounting the projected cash flows subject to the participation interest. The assumptions in the analysis included loan losses, prepayments, and recoveries derived based on historical observation of such data pertaining to the RV industry, as well as other relevant industries with loan structure similar to that of the RV industry. This is categorized as a Level 3 measurement and there was no significant change in unrealized gains or losses during the six months ended June 30, 2026.
In July 2026, the $5.7 million amount listed above as “In transit exchanges for new securities” was reinvested along with an additional $2.0 million in the residual interest of a previously securitized Derived Participation Investment.
Additionally, as of June 30, 2026 and December 31, 2025, the Company held a $7.5 million investment in a preferred interest of this consumer financing partner, which operates a captive-as-a-service business specializing in financing for RVs and powersports. Since this investment did not have a readily determinable fair value, it was recorded at its cost less impairments, if any.
Contingent Consideration
The Company’s contingent consideration liability was established as part of the consideration for the acquisition of a tire rescue roadside assistance business in June 2024. The fair value of this liability was estimated as the present value of the probability weighted milestone payments at each of the first two anniversaries of the date of the acquisition for a maximum aggregate payment of $0.5 million if all milestones are reached. The assumptions in the analysis included the Company’s assessment of the probability that the milestones will be reached and a discount rate based primarily on the Company’s credit risk and its ability to pay. This was categorized as a Level 3 measurement and there was no significant change in unrealized gains or losses during the six months ended June 30, 2025. Based on milestones reached, the first milestone payment was determined to be $0.1 million and was paid in October 2025. The milestones relating to the second milestone payment could not be reached and did not result in any further milestone payments.
Other Fair Value Disclosures
There have beenno transfers of assets or liabilities between the fair value measurement levels and there wereno material re-measurements to fair value during 2026 and 2025 of assets and liabilities that arenot measured at fair value on a recurring basis.
For floor plan notes payable under the Floor Plan Facility, the amounts reported in the accompanying condensed consolidated balance sheets approximate the fair value due to their short-term nature or the existence of variable interest rates that approximate prevailing market rates.
The following table presents the reported carrying value and fair value information for the Company’s debt instruments. The fair values shown below for the Term Loan Facility, as applicable, are based on quoted prices in the inactive market for identical assets (Level 2) and the fair values shown below for the Floor Plan Facility, the Real Estate Facilities and the Other Long-Term Debt are estimated by discounting the future contractual cash flows at the current market interest rate that is available based on similar financial instruments.
| | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Fair Value · · June 30, 2026 · · December 31, 2025 · · June 30, 2025 | ||||||||||||||||||||
| ($ in thousands) · · Measurement · · Carrying Value · · Fair Value · · Carrying Value · · Fair Value · · Carrying Value · · Fair Value | ||||||||||||||||||||
| Term Loan Facility | | Level 2 | | $1,286,597 | | $1,232,752 | | $1,308,832 | | $1,285,475 | | $1,330,401 | | $1,311,749 | ||||||
| Real Estate Facilities | | Level 2 | | | 111,281 | | | 112,544 | | | 155,137 | | | 158,203 | | | 168,332 | | | 173,163 |
| Other Long-Term Debt | | Level 2 | | | 7,417 | | | 6,444 | | | 7,588 | | | 6,622 | | | 7,760 | | | 6,589 |
11. Commitments and Contingencies
Litigation
Siverd Complaint and Shareholder Derivative Litigation
On March 10, 2026, a purported stockholder of the Company filed a putative class action lawsuit captionedSiverd v. Camping World Holdings, Inc., et al., in the United States District Court for the Northern District of Illinois against Camping World Holdings, Inc. and certain current and former officers (“Individual Defendants” and together, “Defendants”). On May 21, 2026, the court appointed a lead plaintiff, and on July 24, 2026, the lead plaintiff filed an amended complaint. The amended complaint alleges that Defendants violated Section 11 of the Securities Act of 1933 (the “’33 Act”) and Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934, as amended (the “’34 Act”), by making materially false or misleading statements related to the Company’s business, operations, and prospects. The lawsuit also alleges Individual Defendants violated Section 15 of the ’33 Act and Section 20(a) of the ’34 Act by allegedly acting as controlling persons of the Company in connection with the alleged materially false or misleading statements. The lead plaintiff seeks to represent a putative class of investors who purchased or acquired the Company’s stock between October 29, 2024 and February 24, 2026 and a sub-class of investors who purchased or acquired the Company’s stock pursuant or traceable to the registration statement and prospectus issued in connection with the Company’s October 31, 2024 secondary public offering, and seeks compensatory damages, attorneys’ fees and costs, and other relief as the court may deem just and proper. The case is in its early stages. Defendants’ responses to the amended complaint are due on September 24, 2026.
On May 19 and 20, 2026, the Company was named as the nominal defendant in derivative lawsuits captionedSchulz v. Lemonis, et al., Amaral v. Lemonis, et al., and Kogut v. Lemonis, et al., each filed in the United States District Court for the Northern District of Illinois (the “Shareholder Derivative Litigation”) and premised on similar facts as alleged in theSiverd complaint. The Shareholder Derivative Litigation names certain current and former directors and officers as defendants and asserts claims for breach of fiduciary duty, violations of federal securities laws, unjust enrichment, waste of corporate assets, and other causes of action. The Shareholder Derivative Litigation alleges that for the period from at least as early as April 2025 through at least February 24, 2026 (and, in one case, through the present), the Company’s officers and directors made and/or caused the Company to make materially false or misleading statements related to the Company’s business, operations, and prospects, and failed to adequately oversee the Company’s operations. The Shareholder Derivative Litigation seeks recovery on behalf of the Company for its alleged losses, including costs of defending theSiverd securities litigation, reputational harm, and other damages. On June 30, 2026,
the court consolidated the cases (captionedIn Re Camping World Holdings, Inc. Shareholder Derivative Litigation) and appointed co-lead counsel. The case is in its early stages.
The Company intends to vigorously defend these actions and any potential liability that may arise from the alleged claims is not currently probable or reasonably estimable. This litigation could result in financial judgments or the payment of settlement amounts and disputes with insurance carriers concerning coverage.
Weissmann Complaint
On June 22, 2021, FreedomRoads Holding Company, LLC (“FR Holdco”), an indirect wholly-owned subsidiary of CWGS, LLC, filed a one-count complaint captionedFreedomRoads Holding Company, LLC v. Steve Weissmannin the Circuit Court of Cook County, Illinois against Steve Weissmann (“Weissmann”) for breach of contractual obligation under note guarantee (the “Note”) (the “Weissmann Complaint”). On October 8, 2021, Weissmann brought a counterclaim against FR Holdco and third-party defendants Marcus A. Lemonis, NBCUniversal Media, LLC, the Consumer National Broadcasting Company (“CNBC”), Camping World, Inc. (“CW”), and Machete Productions (“Machete”) (the “Weissmann Counterclaim”), in which he alleges claims in connection with the Note and his appearance on the reality television show The Profit. Weissmann alleges the following causes of action against FR Holdco and all third-party defendants, including CW: (i) fraud; (ii) fraud in the inducement; (iii) fraudulent concealment; (iv) breach of fiduciary duty; (v) defamation; (vi) defamation per se; (vii) false light; (viii) intentional infliction of emotional distress; (ix) negligence; (x) unjust enrichment; and (xi) RICO § 1962. Weissmann seeks costs and damages in an amount to be proven at trial but no less than the amount in the Note (approximately $2.5 million); in connection with his RICO claim, Weissmann asserts he is entitled to damages in the amount of three times the Note. On February 18, 2022, NBCUniversal, CNBC, and Machete filed a motion to compel arbitration (the “NBC Arbitration Motion”). On May 5, 2022, an agreed order was filed staying the litigation in favor of arbitration. On May 31, 2022, FR Holdco filed an arbitration demand against Weissmann for collection on the Note. Weissmann filed his response and counterclaims, and third-party claims against FR Holdco, CW, Marcus A. Lemonis, NBCUniversal, and Machete on July 7, 2022. On or about July 21, 2022, FR Holdco and the other respondents filed their responses and affirmative defenses. On March 11, 2024, FR Holdco’s arbitration demand and the Weissmann arbitration demand were tried before a single arbitrator pursuant to the JAMS streamlined arbitration rules in a confidential arbitration hearing. On May 23, 2024, the arbitrator issued an interim award in favor of FR Holdco in the amount of $4,318,892, plus interest, costs, and attorneys’ fees as set forth in the Tumbleweed bankruptcy plan and to be determined by the arbitrator in subsequent proceedings. On July 31, 2024, the arbitrator heard the parties’ arguments on the amount of attorneys’ fees and costs owed to FR Holdco, after Weissmann conceded in a written briefing the obligation to pay attorneys’ fees and costs to FR Holdco as the prevailing party. On September 12, 2024, the arbitrator issued a final award in favor of FR Holdco in the amount of $4,990,006, in the manner described in the Tumbleweed bankruptcy plan. Weissmann is jointly and severally liable for $4,106,884 of that amount. On September 24, 2024, Weissmann and Tumbleweed filed a Petition to Vacate Arbitration Award in the Superior Court for the State of California, County of Los Angeles. On September 27, 2024, FR Holdco, CW, Marcus A. Lemonis, NBCUniversal, and Machete filed a Petition to Confirm Arbitration Award in the Superior Court for the State of California, County of Los Angeles. On January 16, 2025, the Superior Court for the State of California, County of Los Angeles granted the Petition to Confirm Arbitration Award and denied the Petition to Vacate Arbitration Award, concluding the litigation. On July 8, 2025, the Superior Court for the State of California, County of Los Angeles entered the Judgment in favor of FR Holdco, CW, Marcus A. Lemonis, NBCUniversal, and Machete. On August 21, 2025, Weissmann and Tumbleweed filed a notice of appeal. On November 25, 2025, Weissmann and Tumbleweed filed their opening brief in the Second Appellate District of the Court of Appeal of the State of California. FR Holdco, CW, Marcus Lemonis, NBCUniversal, and Machete filed their response brief on February 20, 2026. On April 8, 2026, Weissmann and Tumbleweed filed their reply brief. On July 21, 2026, the Court of Appeal issued a tentative ruling in favor of FR Holdco, CW, Marcus Lemonis NBC Universal, and Machete. On July 29, 2026, oral arguments were presented. There can be no assurances that we will be able to collect amounts owed pursuant to the Arbitration Award.
Tumbleweed Complaint
On November 10, 2021, Tumbleweed Tiny House Company, Inc. (“Tumbleweed”) filed a complaint against FR Holdco, CW, Marcus A. Lemonis, NBCUniversal Media, LLC, and Machete Productions in which Tumbleweed alleges claims in connection with the Note and its appearance on the reality television show The
Profit (the “Tumbleweed Complaint”), seeking primarily monetary damages. Tumbleweed alleges the following claims against the defendants, including FR Holdco and CW: (i) fraud; (ii) false promise; (iii) breach of fiduciary duty (and aiding and abetting the same); (iv) breach of contract; (v) breach of oral contract; (vi) tortious interference with prospective economic advantage; (vii) fraud in the inducement; (viii) negligent misrepresentation; (ix) fraudulent concealment; (x) conspiracy; (xi) unlawful business practices; (xii) defamation; and (xiii) declaratory judgment. On April 21, 2022, the Court granted a motion to compel arbitration filed by NBCUniversal and joined by all defendants, including FR Holdco, CW, and Marcus A. Lemonis, compelling Tumbleweed’s claims to arbitration. Tumbleweed served its arbitration demand on FR Holdco, CW, and Marcus A. Lemonis on May 17, 2022. FR Holdco, CW, and Marcus A. Lemonis filed responses and affirmative defenses on May 31, 2022. On July 20, 2022, pursuant to the JAMS streamlined arbitration rules, the Tumbleweed Complaint was consolidated together with the Weissmann Complaint. The parties have exchanged discovery. On March 11, 2024, FR Holdco’s arbitration demand and the Weissmann arbitration demand were tried before a single arbitrator pursuant to the JAMS streamlined arbitration rules in a confidential arbitration hearing. On May 23, 2024, the arbitrator issued an interim award in favor of all respondents, including FR Holdco, CW, and Lemonis. On July 31, 2024, the arbitrator heard the parties’ arguments on the amount of attorneys’ fees and costs owed to FR Holdco, CW, Lemonis, and the other defendants, after Tumbleweed conceded the obligation to pay attorneys’ fees and costs to the prevailing parties. On September 12, 2024, the arbitrator issued a final award in favor of FR Holdco, CW, Lemonis in the amount of $3,793,455 in attorneys’ fees and $626,611 in costs. The arbitrator also awarded $4,990,006 in favor of FR Holdco. On September 24, 2024, Weissmann and Tumbleweed filed a Petition to Vacate Arbitration Award in the Superior Court for the State of California, County of Los Angeles. On September 27, 2024, FR Holdco, CW, Marcus A. Lemonis, NBCUniversal, and Machete filed a Petition to Confirm Arbitration Award in the Superior Court for the State of California, County of Los Angeles. On January 16, 2025, the Superior Court for the State of California, County of Los Angeles granted the Petition to Confirm Arbitration Award and denied the Petition to Vacate Arbitration Award, concluding the litigation. On July 8, 2025, the Superior Court for the State of California, County of Los Angeles entered the Judgment in favor of FR Holdco, CW, Marcus A. Lemonis, NBCUniversal, and Machete. On August 21, 2025, Weissmann and Tumbleweed filed a notice of appeal. On November 25, 2025, Weissmann and Tumbleweed filed their opening brief in the Second Appellate District of the Court of Appeal of the State of California. FR Holdco, CW, Marcus Lemonis, NBCUniversal, and Machete filed their response brief on February 20, 2026. On April 8, 2026, Weissmann and Tumbleweed filed their reply brief. On July 21, 2026, the Court of Appeal issued a tentative ruling in favor of FR Holdco, CW, Marcus Lemonis NBC Universal, and Machete. On July 29, 2026, oral arguments were presented. There can be no assurances that we will be able to collect amounts owed pursuant to the Arbitration Award.
General
From time to time, the Company is involved in litigation arising in the normal course of business operations including, but not limited to, labor (including federal and state minimum wage and overtime requirements), advertising, real estate, promotions, quality of services, intellectual property, tax, import and export, anti-corruption, anti-competition, environmental, health and safety matters. While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to the Company, management does not believe that the disposition of any such pending matters is likely to have a material adverse effect on the Company’s financial statements. No assurance can be made that these or similar suits will not result in a material financial exposure in excess of insurance coverage, which could have a material adverse effect upon the Company’s financial condition and results of operations.
Employment Agreements
The Company has employment agreements with certain officers. The agreements include, among other things, an annual bonus based on certain performance-based criteria and certain severance benefits in the event of a qualifying termination.
Marcus A. Lemonis
Marcus A. Lemonis, our former Chief Executive Officer, Chairman of the Board and member of the Board, is employed with the Company in the non-executive role of Co-Founder and Special Advisor through
December 31, 2026 under the second amended and restated employment agreement with Mr. Lemonis (the “Lemonis Second Employment Agreement”), which the Board approved on December 2, 2025. Pursuant to the Lemonis Second Employment Agreement, Mr. Lemonis’ 2026 compensation included a $1.5 million annual salary (“2026 Salary”), a $2.3 million bonus (“2026 Bonus”) and an additional $3.8 million lump-sum payment (the “Lump-Sum Payment”), originally payable at the end of the term of the Lemonis Second Employment Agreement in December 2026 (collectively, the “Lemonis 2026 Compensation”). Each of the 2026 Bonus and Lump-Sum Payment could be settled in cash or shares of Class A common stock based on the closing stock price on the settlement date. The Company deemed the 2026 service conditions relating to the Lemonis Second Employment Agreement to be nonsubstantive for accounting purposes, so the aggregate $7.5 million of the Lemonis 2026 Compensation was accrued as of December 31, 2025. On May 18, 2026, the Lemonis Second Employment Agreement was amended to settle i) the 2026 Bonus with the issuance of 319,602 shares of Class A common stock, less 125,763 shares withheld to cover Mr. Lemonis’ associated tax withholding obligations, and ii) the Lump-Sum Payment in cash, which were both paid in May 2026. See Note 17 — Stock-Based Compensation Plans for details on Mr. Lemonis’ stock-based compensation, including liability-classified share-based awards.
Thomas E. Kirn and Lindsey J. Christen
On April 7, 2026, the Compensation Committee (the “Compensation Committee”) of the Board approved a second amended and restated employment agreement with Thomas E. Kirn, the Company’s Chief Financial Officer (the “Kirn Employment Agreement”) and a second amended and restated employment agreement with Lindsey J. Christen, the Company’s Chief Administrative and Legal Officer (the “Christen Employment Agreement”), which superseded and replaced their prior employment agreements effective as of January 1, 2026. Under the Kirn Employment Agreement and Christen Employment Agreement the term will end on March 31, 2029 and December 31, 2028, respectively, the annual base salary was increased to $650,000 and $700,000, respectively, the executive is eligible for an annual target incentive bonus of 100% of their base salary, and the executive is eligible for annual grants of PSUs with a target payout of 40,000 and 50,000 PSUs, respectively, that will vest based on annual performance goals.
Financial Assurances
In the normal course of business, the Company obtains standby letters of credit and surety bonds from financial institutions and other third parties. These instruments guarantee the Company’s future performance and provide third parties with financial and performance assurance in the event that the Company does not perform. These instruments support a wide variety of the Company’s business activities. As of June 30, 2026, December 31, 2025, and June 30, 2025, outstanding standby letters of credit issued through our Floor Plan Facility were $15.4 million, $15.4 million, and $14.3 million, respectively (see Note 4 — Inventories and Floor Plan Payables). The outstanding standby letters of credit issued through the Senior Secured Credit Facilities as of June 30, 2026, December 31, 2025, and June 30, 2025 were $4.9 million (see Note 8 — Long-Term Debt). As of June 30, 2026, December 31, 2025, and June 30, 2025, outstanding surety bonds were $23.6 million, $25.0 million, and $26.1 million, respectively. The underlying liabilities to which these instruments relate are reflected on the Company’s condensed consolidated balance sheets, where applicable. Therefore, no additional liability is reflected for the letters of credit and surety bonds themselves.
12**. Statement of Cash Flows**
Supplemental disclosures of cash flow information for the following periods were as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Six Months Ended June 30, | ||||||
| ($ in thousands) · · 2026 · · 2025 | ||||||
| Cash paid during the period for: | | | | | | |
| Interest | | $93,915 | | $97,848 | ||
| Income taxes | | | 1,880 | | | 501 |
| Noncash investing and financing activities: | | | | | | |
| Leasehold improvements paid by lessor | | | 51 | | | 380 |
| Capital expenditures in accounts payable and accrued liabilities | | | 6,958 | | | 12,012 |
| Prior period deposit applied to portion of purchase price of RV dealership acquisition | | | — | | | 11,000 |
13. Acquisitions
During the six months ended June 30, 2026 and 2025, subsidiaries of the Company acquired the assets of multiple RV dealerships that constituted businesses under GAAP. The Company used cash and borrowings under its Floor Plan Facility to complete the acquisitions. The Company considers acquisitions of independent dealerships to be a fast and capital efficient alternative to opening new store locations to expand its business and grow its customer base. The acquired businesses were recorded at their estimated fair values under the acquisition method of accounting. The balance of the purchase prices in excess of the fair values of net assets acquired were recorded as goodwill.
During the six months ended June 30, 2026, the RV and Outdoor Retail segment acquired the assets ofone RV dealership location for a purchase price of approximately $7.1 million. Separate from this acquisition, during the six months ended June 30, 2026, the Company purchased real property for an aggregate purchase price of $1.4 million.
During the six months ended June 30, 2025, the RV and Outdoor Retail segment acquired the assets of various RV dealerships comprised ofeight locations for an aggregate purchase price of approximately $92.2 million. As a component of the aggregate purchase price to acquire certain of these locations, $10.0 million was paid as a deposit in November 2024, which would convert into shares of Lazydays Holdings, Inc. (“Lazydays”) common stock if the Company completed the acquisition of allseven RV dealerships originally contemplated under the November 2024 agreement with Lazydays. However, the Company acquired only five of theseven Lazydays RV dealerships, so the deposit did not convert to shares of Lazydays common stock. Instead, the deposit was considered a component of the purchase price of those acquisitions. Additionally, a $1.0 million deposit was made in December 2024 for non-Lazydays RV dealership acquisitions that were completed during the six months ended June 30, 2025. Separate from these acquisitions, during the six months ended June 30, 2025, the Company purchased real property for an aggregate purchase price of $72.4 million.
The estimated fair values of the assets acquired and liabilities assumed for the acquisitions discussed above consist of the following, net of insignificant measurement period adjustments relating to acquisitions from the respective previous year:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Six Months Ended June 30, | ||||||
| ($ in thousands) · · 2026 · · 2025 | ||||||
| Tangible assets (liabilities) acquired (assumed): | | | | | | |
| Inventories, net | | | 4,670 | | | 73,343 |
| Prepaid expenses and other assets | | | — | | | 58 |
| Property and equipment, net | | | 44 | | | 1,415 |
| Operating lease assets | | | — | | | 9,367 |
| Accrued liabilities | | | — | | | (144) |
| Current portion of operating lease liabilities | | | — | | | (1,055) |
| Other current liabilities | | | — | | | (469) |
| Operating lease liabilities, net of current portion | | | — | | | (8,312) |
| Total tangible net assets acquired | | | 4,714 | | | 74,203 |
| Goodwill | | | 2,340 | | | 17,951 |
| Purchase price of acquisitions | | | 7,054 | | | 92,154 |
| Application of deposit paid in prior period | | | — | | | (11,000) |
| Cash paid for acquisitions, net of cash acquired | | | 7,054 | | | 81,154 |
| Inventory purchases financed via floor plan | | | (3,627) | | | (71,181) |
| Cash payment net of floor plan financing | | $3,427 | | $9,973 | ||
| | | | | | | |
The fair values above for the six months ended June 30, 2026 are preliminary as they are subject to measurement period adjustments for up to one year from the date of acquisition as new information is obtained about facts and circumstances that existed as of the acquisition date relating to the valuation of the acquired assets, primarily the acquired inventories.
The primary items that generated the goodwill are the value of the expected synergies between the acquired businesses and the Company and the acquired assembled workforce, neither of which qualify for
recognition as a separately identified intangible asset. For the six months ended June 30, 2026 and 2025, acquired goodwill of $2.3 million and $18.0 million, respectively, was expected to be deductible for tax purposes.
Included in the condensed consolidated financial statements for the six months ended June 30, 2026 were revenues of $3.4 million and pre-tax income of $0.3 million from the acquired dealership from the applicable acquisition date. Included in the condensed consolidated financial statements for the six months ended June 30, 2025 were revenue of $76.5 million and pre-tax income of $2.3 million from the acquired dealerships from the applicable acquisition dates. Pro forma information on these acquisitions has not been included, because the Company has deemed them to not be individually or cumulatively material.
14. Income Taxes
CWH is organized as a Subchapter C corporation and, as of June 30, 2026, was a 61.5% owner of CWGS, LLC (see Note 16 — Non-Controlling Interests). 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. However, certain active CWGS, LLC subsidiaries, including Americas Road and Travel Club, Inc.; and FreedomRoads RV, Inc. and their wholly-owned subsidiaries, are subject to entity-level taxes as they are, or subject to income taxes as, Subchapter C corporations (“C-Corp”).
Effective Income Tax Rate
For the six months ended June 30, 2026 and 2025, the Company's effective income tax rate was 7.0% and 31.1%, respectively. The decrease in the tax rate for the six months ended June 30, 2026, reflects the computation of the provision for income taxes based on a projected annual effective tax rate while excluding loss jurisdictions, which cannot be benefitted.
The Company evaluates its deferred tax assets on a quarterly basis to determine if they can be realized and establishes valuation allowances when it is not more likely than not that all or a portion of the deferred tax assets can be realized. During the year ended December 31, 2025, management evaluated both positive and negative evidence and concluded that a full valuation allowance was necessary to be recorded against CWH net deferred tax assets due to its actual cumulative historical operating results for income tax purposes over the past several years in each of the tax jurisdictions where it operates. This valuation allowance will be maintained until sufficient positive evidence exists to justify its reversal. In addition, because of the full valuation allowance recorded against CWH’s investment in CWGS, LLC, net deferred tax asset and certain other tax attribute carryforward deferred tax assets, the Company considers the amount calculated related to the remaining Tax Receivable Agreement Liability not probable.
The Company determines its quarterly income tax provision using an estimated annual effective tax rate excluding loss jurisdictions, which cannot be benefited, that considers expected annual income, statutory tax rates, and available tax planning opportunities across the jurisdictions where it operates. Current income taxes are recorded based on statutory obligations for the current period for certain C-Corp taxable entities within the Company. Accordingly, income tax provisions for these jurisdictions were recorded for the three and six months ended June 30, 2026.
Tax Receivable Agreement
CWH is party to a tax receivable agreement (the “Tax Receivable Agreement”) that provides for the payment by CWH to the Continuing Equity Owners and Crestview Partners II GP, L.P. of 85% of the amount of tax benefits, if any, CWH actually realizes, or in some circumstances is deemed to realize, as a result of (i) increases in the tax basis 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 transactions and any future redemptions that are funded by CWH and any further redemptions of common units by Continuing Equity Owners and (ii) certain other tax benefits attributable to payments made under the Tax Receivable Agreement. The above payments are predicated on CWGS, LLC making an election under Section 754 of the Internal Revenue Code effective for each tax year in which a redemption of common units for cash or stock occurs. These tax benefit payments are not conditioned upon one or more of the Continuing Equity Owners or
Crestview Partners II GP, L.P. maintaining a continued ownership interest in CWGS, LLC. In general, the Continuing Equity Owners’ and Crestview Partners II GP, L.P.’s rights under the Tax Receivable Agreement are assignable, including to transferees of its common units in CWGS, LLC (other than CWH as transferee pursuant to a redemption of common units in CWGS, LLC). CWH has determined it is more likely than not it will not benefit from the entirety of the remaining 15% of the tax benefits, and has remeasured the liability under the Tax Receivable Agreement. During the six months ended June 30, 2026, CWH paid $1.4 million under the Tax Receivable Agreement liability.
If utilization of the deferred tax assets subject to the Tax Receivable Agreement becomes more likely than not in the future, CWH expects to record additional liability related to the Tax Receivable Agreement which will be recognized as an expense and recorded to Tax Receivable Agreement liability adjustment in the condensed consolidated statements of operations.
During the six months ended June 30, 2026, the Company filed an entity classification election for CWFR Capital, LLC, which was treated as a liquidation event. As a result, the Company recognized a net income tax benefit of $0.6 million related to this entity classification election.
During the six months ended June 30, 2026 and 2025, there wereno redemptions of common units by Continuing Equity Owners.
15. Related Party Transactions
Transactions with Directors, Equity Holders and Executive Officers
During the six months ended June 30, 2026, Mr. Lemonis, in his non-executive role of Co-Founder and Special Advisor under the Lemonis Second Employment Agreement, as amended, received i) base salary of $0.8 million in cash, ii) the 2026 Bonus settled with the issuance of 319,602 shares of Class A common stock, less 125,763 shares withheld to cover Mr. Lemonis’ associated tax withholding obligations, and iii) the Lump-Sum Payment of $3.8 million in cash. See Note 11 – Commitments and Contingencies for further details on the Lemonis Second Employment Agreement.
16. Non-Controlling Interests
The following table summarizes the CWGS, LLC common unit ownership by CWH and the Continuing Equity Owners:
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · As of June 30, 2026 · · As of December 31, 2025 · · As of June 30, 2025 | ||||||||||||||||||
| · · Common Units · · Ownership % · · Common Units · · Ownership % · · Common Units · · Ownership % | ||||||||||||||||||
| CWH | | | 63,827,952 | | | 61.5% | | | 63,436,696 | | | 61.4% | | | 62,648,648 | | | 61.1% |
| Continuing Equity Owners | | | 39,895,393 | | | 38.5% | | | 39,895,393 | | | 38.6% | | | 39,895,393 | | | 38.9% |
| Total | | | 103,723,345 | | | 100.0% | | | 103,332,089 | | | 100.0% | | | 102,544,041 | | | 100.0% |
For the six months ended June 30, 2026 and 2025, contributions from and distributions to holders of LLC common units represented tax refunds and tax payments, respectively, made on behalf of the Continuing Equity Owners.
The following table summarizes the effects of changes in ownership in CWGS, LLC on the Company’s equity:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended June 30, · · Six Months Ended June 30, | ||||||||||||
| ($ in thousands) · · 2026 · · 2025 · · 2026 · · 2025 | ||||||||||||
| Net income attributable to Camping World Holdings, Inc. | | $26,860 | | $30,216 | | $10,458 | | $17,936 | ||||
| Transfers to non-controlling interests: | | | | | | | | | | | | |
| Increase in additional paid-in capital as a result of the vesting of restricted stock units | | | 199 | | | 226 | | | 510 | | | 672 |
| Decrease in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs | | | (125) | | | (304) | | | (632) | | | (1,175) |
| Increase in additional paid-in capital as a result of the stock award to employee | | | 589 | | | — | | | 589 | | | — |
| Decrease in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on stock award to employee | | | (884) | | | — | | | (884) | | | — |
| Change from net income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests | | $26,639 | | $30,138 | | $10,041 | | $17,433 | ||||
| | | | | | | | | | | | | |
17. Stock-Based Compensation Plans
The following table summarizes the stock-based compensation (“SBC”) that has been included in the following line items within the condensed consolidated statements of operations during:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended June 30, · · Six Months Ended June 30, | ||||||||||||
| ($ in thousands) · 2026 · · 2025 · · 2026 · · 2025 | ||||||||||||
| Stock-based compensation expense: | | | | | | | | | | | | |
| Costs applicable to revenue | | $130 | | $100 | | $260 | | $225 | ||||
| Selling, general, and administrative | | | 4,254 | | | 8,344 | | | 8,898 | | | 15,489 |
| Total stock-based compensation expense | | $4,384 | | $8,444 | | $9,158 | | $15,714 | ||||
| | | | | | | | | | | | | |
The following table summarizes stock option, restricted stock unit (“RSU”) and performance stock unit (“PSU”) activities for the six months ended June 30, 2026:
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Stock | | Restricted | | Performance |
| (in thousands) | | Options | | Stock Units | | Stock Units(1) |
| Outstanding at December 31, 2025 | | 138 | | 1,915 | | 750 |
| Granted | | — | | 387 | | 200 |
| Vested | | — | | (260) | | — |
| Forfeited | | (9) | | (33) | | — |
| Outstanding at June 30, 2026 | | 129 | | 2,009 | | 950 |
| Exercisable at June 30, 2026 | | 129 | | n/a | | n/a |
| | | | | | | |
| (1) | PSU quantities in this table are presented at target levels of performance prior to the final determination of goal achievement. |
RSUs
During the six months ended June 30, 2026, the Company granted a total of 244,585 RSUs to non-executive employees with an aggregate grant date fair value of $1.8 million and weighted-average grant date fair value of $7.49 per RSU, which will be recognized, net of forfeitures, over a vesting period offive years.
In December 2025, in conjunction with the amended and restated employment agreement with Matthew D. Wagner, the Company granted Mr. Wagner 465,000 RSUs with a vesting period through November 15, 2028 and an effective date of January 1, 2026 to coincide with his appointment as the Company’s Chief Executive Officer and member of the Board. Also, in December 2025, Brent Moody was appointed as Chairman of the Board effective January 1, 2026 and the Company granted Mr. Moody RSUs with an aggregate grant date fair value of $550,000 with a vesting period ofone year and an effective date of January 1, 2026. Although the effective date of Mr. Wagner’s and Mr. Moody’s RSU grants was January 1, 2026, these RSU grants met the criteria for a grant date for accounting purposes during December 2025. The 465,000 and 59,518 RSUs granted to Mr. Wagner and Mr. Moody, respectively, were recorded as if they were granted during the year ended December 31, 2025.
In addition, on the date of the Company’s annual stockholders’ meeting in May 2026, in accordance with the Company’s non-employee director compensation policy, each of theseven non-employee directors received grants of 20,325 RSUs with an aggregate grant date fair value of $1.0 million and a weighted-average grant date fair value of $7.38 per RSU, which will be recognized, net of forfeitures, over a vesting period ofone year.
PSUs
In January 2025, pursuant to Mr. Lemonis’ previous employment agreement effective January 1, 2025 (the “Lemonis First Employment Agreement”), the Company granted Mr. Lemonis an award of PSUs under the 2016 Plan with respect to 750,000 PSUs if earned at “target” levels of performance, which will be eligible to vest based on the achievement of specified stock price hurdles over what was originally athree year performance period ending on December 31, 2027. However, if the Lemonis Second Employment Agreement is not extended, pursuant to the PSU award agreement with Mr. Lemonis the end of the post-termination measurement period will be February 16, 2027 and any tranche that has not met its stock price target will be forfeited. The PSUs are comprised offour tranches of 187,500 PSUs with hurdles ranging from $32.50 per share to $47.50 per share in $5.00 per share increments. The achievement of the stock price hurdles is based on the average 30 consecutive trading day closing stock price of the Company’s Class A common stock.
During the three months ended June 30, 2026, the Company granted PSUs to employees, including Mr. Kirn and Ms. Christen, with respect to an aggregate target number of 200,000 PSUs. The PSUs will be eligible to be earned based on an Adjusted EBITDA performance target for fiscal year 2026. In the event that actual performance exceeds or falls below target performance, the percentage of the earned PSUs will be adjusted upward or downward, as applicable, by an amount equal to 200% of the percentage by which actual performance exceeds or falls short of target performance; provided that in no event shall the number of PSUs eligible to vest for any year be less than the minimum (50% of the target number of PSUs for 110,000 of the target PSUs and 75% of the target number of PSUs for the remaining 90,000 of the target PSUs) or greater than the maximum (150% of the target number of PSUs). The earned PSUs will vest on the date on which the Compensation Committee certifies the Adjusted EBITDA achievement, which certification shall occur withinten (10) business days following the filing of the Company’s Annual Report on Form 10-K for fiscal year 2026 (“2026 PSU Vest Date”), subject to the employee’s continued employment or service through such date. The weighted-average grant date fair value of $6.92 per PSU will be recognized, net of forfeitures, through the 2026 PSU Vest Date based on an estimate of the probable outcome of the performance target. The probable outcome of the performance target is updated each reporting period through the final performance target resolution on the 2026 PSU Vest Date.
Liability-Classified Share-Based Awards
As discussed in Note 11 – Commitments and Contingencies and pursuant to the Lemonis Second Employment Agreement, Mr. Lemonis’ 2026 compensation included the 2026 Bonus of $2.3 million and the Lump-Sum Payment of $3.8 million, each of which could be settled in cash or shares of Class A common stock based on the closing stock price on the settlement date. Since the 2026 Bonus and the Lump-Sum Payment might be settled in cash or shares, were initially expected to be settled in shares, and a settlement in shares would result in a variable number of shares based on a fixed monetary amount, these payments were each recorded as liability-classified share-based awards (“Liability-Classified Awards”).
The Company deemed the 2026 service conditions relating to the Lemonis Second Employment Agreement to be nonsubstantive for accounting purposes, so all of the SBC expense relating to the Liability-Classified Awards was recognized by December 31, 2025, which was the date that Mr. Lemonis retired from the position of Chief Executive Officer and Chairman of the Board. As of December 31, 2025, the aggregate $6.0 million for the Liability-Classified Awards was recorded in other current liabilities in the condensed consolidated balance sheet and was not a component of stockholders’ equity.
As further discussed in Note 11 – Commitments and Contingencies and pursuant to the May 18, 2026 amendment to the Lemonis Second Employment Agreement, the Company settled each of the 2026 Bonus and Lump-Sum Payment in May 2026. The 2026 Bonus was settled with the issuance of 319,602 shares of Class A common stock, less 125,763 shares withheld to cover Mr. Lemonis’ associated tax withholding obligations. The Lump-Sum Payment was settled with a cash payment of $3.8 million. For the three and six
months ended June 30, 2026, the amount recorded to components of stockholders’ equity related to SBC expense exceeded the SBC expense recorded in the condensed statements of operations by $2.3 million, reflecting the 2026 Bonus settled in shares of Class A common stock in May 2026 for which the SBC expense had been recognized during the three months ended December 31, 2025.
18. Earnings Per Share
Basic earnings per share of Class A common stock is computed by dividing net income attributable to Camping World Holdings, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income attributable to Camping World Holdings, Inc. by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities.
The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended June 30, · · Six Months Ended June 30, | ||||||||||||
| (In thousands except per share amounts) · · 2026 · · 2025 · · 2026 · · 2025 | ||||||||||||
| Numerator: | | | | | | | | | | | | |
| Net income | | $43,713 | | $57,523 | | $17,052 | | $32,841 | ||||
| Less: net income attributable to non-controlling interests | | | (16,853) | | | (27,307) | | | (6,594) | | | (14,905) |
| Net income attributable to Camping World Holdings, Inc. — basic | | $26,860 | | $30,216 | | $10,458 | | $17,936 | ||||
| Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options, PSUs and RSUs | | | 82 | | | 27 | | | 15 | | | — |
| Add: reallocation of net income attributable to non-controlling interests from the assumed redemption of common units of CWGS, LLC for Class A common stock | | | — | | | — | | | — | | | 11,049 |
| Net income attributable to Camping World Holdings, Inc. — diluted | | $26,942 | | $30,243 | | $10,473 | | $28,985 | ||||
| Denominator: | | | | | | | | | | | | |
| Weighted-average shares of Class A common stock outstanding — basic | | | 63,668 | | | 62,610 | | | 63,573 | | | 62,571 |
| Dilutive liability-classified awards | | | 433 | | | — | | | 505 | | | — |
| Dilutive PSUs and RSUs | | | 74 | | | 137 | | | 88 | | | 195 |
| Dilutive common units of CWGS, LLC that are convertible into Class A common stock | | | — | | | — | | | — | | | 39,895 |
| Weighted-average shares of Class A common stock outstanding — diluted | | | 64,175 | | | 62,747 | | | 64,166 | | | 102,661 |
| | | | | | | | | | | | | |
| Earnings per share of Class A common stock — basic | | $0.42 | | $0.48 | | $0.16 | | $0.29 | ||||
| Earnings per share of Class A common stock — diluted | | $0.42 | | $0.48 | | $0.16 | | $0.28 | ||||
| | | | | | | | | | | | | |
| Weighted-average anti-dilutive securities excluded from the computation of diluted earnings per share of Class A common stock: | | | | | | | | | | | | |
| Stock options to purchase Class A common stock | | | 132 | | | 151 | | | 134 | | | 153 |
| PSUs and RSUs | | | 1,723 | | | 1,892 | | | 1,478 | | | 1,684 |
| Common units of CWGS, LLC that are convertible into Class A common stock | | | 39,895 | | | 39,895 | | | 39,895 | | | — |
| | | | | | | | | | | | | |
| Weighted-average contingently issuable shares excluded from the computation of diluted earnings per share of Class A common stock since all necessary conditions had not been satisfied: | | | | | | | | | | | | |
| PSUs(1) | | | 815 | | | 750 | | | 783 | | | 750 |
| (1) | See Note 17 – Stock-Based Compensation Plans for further details of PSUs. |
Shares of the Company’s Class B common stock and Class C common stock do not share in the earnings or losses of the Company and are therefore not participating securities. As such, separate basic and diluted earnings per share of Class B common stock or Class C common stock under the two-class method has not been presented.
19. Segments Information
The Company has the followingtwo reportable segments: (i) Good Sam Services and Plans, and (ii) RV and Outdoor Retail. The Company evaluates performance for all of its reportable segments based on Segment Adjusted EBITDA. The Company defines “Segment Adjusted EBITDA” as the reportable segments’ total revenue less segment expenses which are comprised of (i) adjusted costs applicable to revenue, (ii)
intersegment costs applicable to revenues, (iii) adjusted SG&A expense, (iv) floor plan interest expense, and (v) other segment items. Segment expenses exclude depreciation and amortization and certain noncash and other items that the Chief Operating Decision Maker (“CODM”) does not consider in his evaluation of ongoing operating performance. These excluded items include (a) SBC and (b) loss and/or impairment on investments in equity securities. As of June 30, 2026, the Company’s CODM was Matthew D. Wagner, the Company’s Chief Executive Officer and President.
Reportable segment revenue; segment adjusted EBITDA; depreciation and amortization; other interest expense, net; total assets; and capital expenditures are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended June 30, · · Six Months Ended June 30, | ||||||||||||||||||||||||
| · · 2026 · · 2025 · · 2026 · · 2025 | ||||||||||||||||||||||||
| · · Good Sam · · RV and · · Good Sam · · RV and · · Good Sam · · RV and · · Good Sam · · RV and | ||||||||||||||||||||||||
| · · Services · · Outdoor · · Services · · Outdoor · · Services · · Outdoor · · Services · · Outdoor | ||||||||||||||||||||||||
| ($ in thousands) · · and Plans · · Retail · · and Plans · · Retail · · and Plans · · Retail · · and Plans · · Retail | ||||||||||||||||||||||||
| Revenue: | | | | | | | | | | | | | | | | | | | | | | | | |
| Good Sam Services and Plans | | $54,629 | | $— | | $54,213 | | $— | | $103,087 | | $— | | $100,421 | | $— | ||||||||
| New vehicles | | | — | | | 869,047 | | | — | | | 915,106 | | | — | | | 1,456,741 | | | — | | | 1,536,538 |
| Used vehicles | | | — | | | 580,322 | | | — | | | 572,271 | | | — | | | 984,102 | | | — | | | 994,622 |
| Products, service and other | | | — | | | 217,563 | | | — | | | 222,890 | | | — | | | 375,983 | | | — | | | 387,882 |
| Finance and insurance, net | | | — | | | 201,677 | | | — | | | 201,198 | | | — | | | 347,777 | | | — | | | 349,865 |
| Good Sam Club | | | — | | | 10,801 | | | — | | | 10,270 | | | — | | | 20,954 | | | — | | | 20,144 |
| Intersegment revenue(1) | | | 127 | | | 1,538 | | | 88 | | | 4,256 | | | 1,019 | | | 2,920 | | | 896 | | | 6,660 |
| Total revenue before intersegment eliminations | | | 54,756 | | | 1,880,948 | | | 54,301 | | | 1,925,991 | | | 104,106 | | | 3,188,477 | | | 101,317 | | | 3,295,711 |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Segment expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
| Adjusted costs applicable to revenue(2) | | | 20,839 | | | 1,374,692 | | | 21,936 | | | 1,361,657 | | | 39,701 | | | 2,306,966 | | | 39,613 | | | 2,327,751 |
| Intersegment costs applicable to revenue(3) | | | 56 | | | 2,694 | | | 40 | | | 3,792 | | | 672 | | | 4,741 | | | 627 | | | 6,417 |
| Adjusted selling, general, and administrative(4) | | | 8,952 | | | 394,013 | | | 7,167 | | | 417,513 | | | 16,741 | | | 736,935 | | | 14,809 | | | 787,245 |
| Floor plan interest expense | | | — | | | 19,852 | | | — | | | 20,989 | | | — | | | 41,671 | | | — | | | 39,295 |
| Other segment items(5) | | | — | | | (138) | | | — | | | 20 | | | — | | | (236) | | | — | | | (20) |
| Segment Adjusted EBITDA | | $24,909 | | $89,835 | | $25,158 | | $122,020 | | $46,992 | | $98,400 | | $46,268 | | $135,023 | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| (1) | Intersegment revenue consists of segment revenue that is eliminated in our condensed consolidated statements of operations. |
| (2) | Adjusted costs applicable to revenue exclude SBC expense and intersegment costs applicable to revenue. |
| (3) | Intersegment costs applicable to revenue consist of segment costs applicable to revenue that are eliminated in our condensed consolidated statements of operations. |
| (4) | Adjusted SG&A expenses exclude SBC expense and intersegment operating expenses. |
| (5) | Other segment items include (i) intersegment operating expenses, which are eliminated in our condensed consolidated statements of operations, and (ii) other expense, net excluding loss and/or impairment on investments in equity securities. |
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended June 30, · Six Months Ended June 30, | ||||||||||||
| ($ in thousands) · · 2026 · · 2025 · · 2026 · · 2025 | ||||||||||||
| Revenue: | | | | | | | | | | | | |
| Good Sam Services and Plans Segment | | $54,756 | | $54,301 | | $104,106 | | $101,317 | ||||
| RV and Outdoor Retail Segment | | | 1,880,948 | | | 1,925,991 | | | 3,188,477 | | | 3,295,711 |
| Total segment revenue | | | 1,935,704 | | | 1,980,292 | | | 3,292,583 | | | 3,397,028 |
| Intersegment eliminations | | | (1,665) | | | (4,344) | | | (3,939) | | | (7,556) |
| Total revenue | | | 1,934,039 | | | 1,975,948 | | | 3,288,644 | | | 3,389,472 |
| Segment Adjusted EBITDA: | | | | | | | | | | | | |
| Good Sam Services and Plans Segment | | | 24,909 | | | 25,158 | | | 46,992 | | | 46,268 |
| RV and Outdoor Retail Segment | | | 89,835 | | | 122,020 | | | 98,400 | | | 135,023 |
| Total Segment Adjusted EBITDA | | | 114,744 | | | 147,178 | | | 145,392 | | | 181,291 |
| Corporate SG&A excluding SBC(1) | | | (3,641) | | | (4,465) | | | (6,590) | | | (7,391) |
| Depreciation and amortization | | | (24,634) | | | (23,419) | | | (47,352) | | | (45,963) |
| Long-lived asset impairment | | | (13,099) | | | — | | | (13,099) | | | (620) |
| Gain (loss) on lease termination and/or remeasurement | | | 8 | | | 107 | | | (56) | | | 107 |
| Gain (loss) on sale or disposal of assets | | | 2,055 | | | (1,185) | | | 1,887 | | | 638 |
| Stock-based compensation(2) | | | (4,384) | | | (8,444) | | | (9,158) | | | (15,714) |
| Loss and impairment on investments in equity securities(3) | | | — | | | (2,600) | | | (162) | | | (2,757) |
| Other interest expense, net | | | (26,912) | | | (30,836) | | | (53,761) | | | (61,367) |
| Intersegment eliminations(4) | | | 947 | | | (492) | | | 1,238 | | | (533) |
| Income before income taxes | | $45,084 | | $75,844 | | $18,339 | | $47,691 | ||||
| | | | | | | | | | | | | |
| (1) | Corporate SG&A excluding SBC represents corporate SG&A expenses that are not allocated to the segments and are comprised primarily of the costs associated with being a public company. This amount excludes the SBC relating to the Board of Directors for their service as board members that is not allocated to the segments, since it is presented as part of the SBC reconciling line item in this table. |
| (2) | This SBC amount includes SBC allocated to the segments and SBC relating to the Board of Directors for their service as board members that is not allocated to the segments (See Note 17 — Stock-Based Compensation Plans). |
| (3) | Represents loss and/or impairment on investments in equity securities and interest income relating to any notes receivables with those investments. These amounts are included in other expense, net in the condensed consolidated statements of operations. |
| (4) | Represents the net impact of intersegment eliminations on income (loss) before income taxes. |
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended June 30, · · Six Months Ended June 30, | ||||||||||||
| ($ in thousands) · 2026 · · 2025 · · 2026 · · 2025 | ||||||||||||
| Depreciation and amortization: | | | | | | | | | | | | |
| Good Sam Services and Plans | | $2,053 | | $1,125 | | $3,170 | | $2,026 | ||||
| RV and Outdoor Retail | | | 22,581 | | | 22,294 | | | 44,182 | | | 43,937 |
| Total depreciation and amortization | | $24,634 | | $23,419 | | $47,352 | | $45,963 | ||||
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended June 30, · · Six Months Ended June 30, | ||||||||||||
| ($ in thousands) · · 2026 · · 2025 · · 2026 · · 2025 | ||||||||||||
| Other interest expense, net: | | | | | | | | | | | | |
| Good Sam Services and Plans | | $(196) | | $(21) | | $(233) | | $(73) | ||||
| RV and Outdoor Retail | | | 5,491 | | | 6,300 | | | 10,683 | | | 12,709 |
| Subtotal | | | 5,295 | | | 6,279 | | | 10,450 | | | 12,636 |
| Corporate & other | | | 21,617 | | | 24,557 | | | 43,311 | | | 48,731 |
| Total other interest expense, net | | $26,912 | | $30,836 | | $53,761 | | $61,367 | ||||
| | | | | | | | | | | | | |
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · June 30, · · December 31, · · June 30, | |||||||||
| ($ in thousands) · · 2026 · · 2025 · · 2025 | |||||||||
| Assets: | | | | | | | | | |
| Good Sam Services and Plans | | $94,810 | | $127,282 | | $87,911 | |||
| RV and Outdoor Retail | | | 4,755,642 | | | 4,906,137 | | | 4,881,045 |
| Subtotal | | | 4,850,452 | | | 5,033,419 | | | 4,968,956 |
| Corporate & other | | | 8,341 | | | 10,915 | | | 222,891 |
| Total assets | | $4,858,793 | | $5,044,334 | | $5,191,847 | |||
| | | | | | | | | | |
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended June 30, · · Six Months Ended June 30, | ||||||||||||
| ($ in thousands) · · 2026 · · 2025 · · 2026 · · 2025 | ||||||||||||
| Capital expenditures: | | | | | | | | | | | | |
| Good Sam Services and Plans | | $4,517 | | $2,213 | | $9,156 | | $5,118 | ||||
| RV and Outdoor Retail | | | 25,045 | | | 47,774 | | | 56,441 | | | 116,964 |
| Total capital expenditures | | $29,562 | | $49,987 | | $65,597 | | $122,082 | ||||
| | | | | | | | | | | | | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.