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Camping World Holdings, Inc.

For the period ended Sep 30, 2026. Filed Nov 5, 2026.

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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.

Sep 30, 2026 · Filed Nov 5, 2026

CWH$4.67+1.7%Stored close · as of Nov 9, 2026

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Item 1A. Risk Factors

There have been no material changes to our risk factors as previously disclosed in Item 1A of Part I of our Annual Report other than as described below.

Our business model is impacted by general economic conditions in our markets, including inflation and interest rates, as well as the health of the RV industry, geopolitical conflicts, and ongoing economic and financial uncertainties could cause a decline in consumer spending that could adversely affect our business, financial condition and results of operations.

As a business that relies on consumer discretionary spending, we have in the past and may in the future be adversely affected if our customers reduce, delay or forgo their purchases of our services, protection plans and products as a result of:

●job losses, lower income levels or other population and employment trends;
●bankruptcies;
●higher consumer debt and interest rates;
●reduced access to credit;
●higher energy and fuel costs;
●relative or perceived cost, availability and comfort of RV use versus other modes of travel, such as air travel and rail;
●falling home prices;
●lower consumer confidence or discretionary consumer spending;
●higher inflation rates;
●uncertainty or changes in tax policies and tax rates;
●uncertainty or changes in import/export policies, including tariffs;
●uncertainty due to national or international security concerns; or
●other general economic conditions, including deflation and recessions.

We also rely on our store locations to attract and retain customers and to build our customer database. If we close store locations, are unable to open new store locations, including greenfield locations and acquisitions, on the timelines we anticipate or at all due to general economic conditions or otherwise, or experience declines in customer transactions in our existing store locations due to general economic conditions or otherwise, our ability to maintain and grow our customer database and our Active Customers will be limited, which could have a material adverse effect on our business, financial condition and results of operations.

In addition, political conditions, including new and changing laws or tariffs, regulations, executive orders and enforcement priorities, may create uncertainty about how such laws and regulations will be interpreted and applied and, consequently, may create market uncertainty. This may adversely impact customer demand, increase our costs and adversely impact our business.

Decreases in Active Customers, average spend per customer, or retention and renewal rates for our Good Sam services and plans have, at times, negatively affected and could in the future negatively affect our financial performance, and a prolonged period of depressed consumer spending could have a material adverse effect on our business. For instance, our Active Customers declined in 2025. In prior years and to some extent in 2025, promotional activities and decreased demand for consumer products affected our profitability and margins, and this negative impact could return or worsen in future periods. In addition, adverse economic conditions may result in an increase in our operating expenses due to, among other things, higher costs of labor, energy, equipment and facilities, as well as higher tariffs. Due to fluctuations in the U.S. economy, our sales, operating and financial results for a particular period are difficult to predict, making it difficult to forecast results for future periods. Additionally, we are subject to economic fluctuations in local markets that may not reflect the economic conditions of the U.S. economy. Any of the foregoing factors could have a material adverse effect on our business, financial condition and results of operations.

In addition, the success of our recurring Good Sam services and plans, as well as our RV and outdoor retail business, depends, in part, on our customers’ use of certain RV websites and/or the purchase of services, protection plans, products and resources through participating merchants, as well as the health of the RV industry generally.

In addition, during recent periods we have faced, and may continue to face, increased competition from other businesses with similar product and service offerings. For example, our competitors have listed RVs at or below cost. As a result, we responded and may need to further respond by establishing pricing, marketing and other programs or by seeking out additional strategic alliances or acquisitions that may be less favorable to us than we could otherwise establish or obtain in more favorable economic environments. Such programs have adversely impacted our gross margin, operating margin and selling, general and administrative expenses. In addition, declines in the national economy could cause partners who participate in our programs to go out of business. Should the number of partners entering bankruptcy rise, it is likely that the number of uncollectible accounts would also rise. These factors could have a material adverse effect on our business, financial condition and results of operations.

In February 2026, the United States and Israel launched coordinated military strikes against Iran, which retaliated with missile attacks across the region. Although we do not have material operations in the Middle East, the ongoing conflict and any further escalation have led, and could continue to lead, to significant disruption of global energy supplies and increases in global energy prices, which could reduce consumer demand for RVs and apply downward pressure on average selling prices, particularly given the seasonal nature of our business and our reliance on discretionary consumer spending during peak spring and summer selling months. The conflict could also heighten inflationary pressures on our input costs and supply chain, adversely affect global supply chains, energy markets, commodity prices, currency exchange rates, interest rates, financial markets and overall macroeconomic conditions, increase our borrowing costs under our variable-rate credit facilities, reduce the availability or increase the cost of debt financing, and adversely impact consumer spending patterns in markets in which we operate. While the impacts of the conflict between the United States, Israel and Iran may have an adverse effect on our business, financial condition and results of operations, we are unable to predict the extent or nature of these impacts at this time.

We have been named in litigation, which has resulted in substantial costs and may result in reputational harm and divert management’s attention and resources.

We face legal risks in our business, including claims from disputes with our employees and our former employees and claims associated with general commercial disputes, product liability and other matters. Risks associated with legal liability often are difficult to assess or quantify and their existence and magnitude can remain unknown for significant periods of time.

We have been named in the past, are currently named and may be named in the future as defendants of class action lawsuits, including wage and hour class action litigation. We have been and currently are subject to securities class action litigation and may be subject to similar or other litigation in the future. For information regarding these lawsuits, refer to Note 11 – Commitments and Contingencies – Litigation to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

The results of any current or future legal proceedings cannot be predicted with certainty. Regardless of their subject matter or merits, such legal proceedings have resulted in and are likely to continue to result in significant cost to us, which may not be covered by insurance, may divert the attention of management or may otherwise have an adverse effect on our business, financial condition and results of operations. Negative publicity or negative outcomes from litigation, whether or not resulting in a substantial cost, could materially damage our reputation, could limit our operations and could have a material adverse effect on our business, financial condition, results of operations, and the price of our Class A common stock. In addition, such legal proceedings may make it more difficult to finance our operations.

We have incurred, and could incur, asset impairment charges for goodwill, intangible assets or other long-lived assets.

We have a significant amount of goodwill, intangible assets and other long-lived assets. At least annually, we review goodwill for impairment. Long-lived assets, operating lease assets, identifiable intangible assets and goodwill are also reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable from future cash flows. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of the business or other factors. If the carrying value of a long-lived asset is considered impaired, an impairment charge is recorded for the amount by which the carrying value of the long-lived asset exceeds its fair value. Our determination of future cash flows, future recoverability and fair value of our long-lived assets as well as the reporting unit fair value used in our goodwill analysis include significant estimates and assumptions. Changes in those estimates or assumptions or lower than anticipated future financial performance have resulted in, and may in the future result in, the identification of an impaired asset and a noncash impairment charge, which could be material. For example, during the third quarter of 2026, we recognized a material goodwill impairment charge of $286.7 million relating to our RV and Outdoor Retail reporting unit. Following this impairment, the fair value of the RV and Outdoor Retail reporting unit equals its carrying value, and any further decline in our projected results, increase in discount rates or decrease in market multiples of comparable companies could result in additional impairment charges, which could be material. See Note 5 ─ Restructuring and Long-Lived Asset Impairment to our consolidated financial

statements included in Item 8 of Part II of our Annual Report for a discussion of impairment charges for the year ended December 31, 2025 and Note 7 ─ Goodwill and Intangible Assets to our Unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Form 10-Q. We may in the future identify additional impairment charges and any such charges could adversely affect our business, financial condition and results of operations.

Our ability to operate and expand our business and to respond to changing business and economic conditions will depend on the availability of adequate capital.

The operation of our business, the rate of our expansion and our ability to respond to changing business and economic conditions depend on the availability of adequate capital, which in turn depends partly on cash flow generated by our business. We also require sufficient cash flow to meet our obligations under our existing debt agreements. (See “Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Description of Senior Secured Credit Facilities and Floor Plan Facility” in Item 7 of Part II of our Annual Report). We cannot assure you that our cash flow from operations or cash available under our financing agreements, including our $65.0 million revolving credit facility (the “Revolving Credit Facility”) or our floor plan financing through the Floor Plan Facility, will be sufficient to meet our needs. If we are unable to generate sufficient cash flows from operations in the future, and if availability under our Revolving Credit Facility or our Floor Plan Facility is not sufficient, or if additional borrowings under our Real Estate Facilities (as defined in Note 10 — Long-Term Debt to our consolidated financial statements included in Item 8 of Part II of our Annual Report) are unavailable, we may have to obtain additional financing. If we obtain additional capital by issuing equity, the interests of our existing stockholders will be diluted. If we incur additional indebtedness, that indebtedness may contain significant financial and other covenants that may significantly restrict our operations.

In October 2026, we announced that we are exploring the refinancing of our Senior Secured Credit Facilities. Our ability to refinance our indebtedness on acceptable terms, or at all, will depend on, among other things, conditions in the credit markets, prevailing interest rates, our financial performance and leverage, and our credit ratings, many of which are beyond our control. Any refinancing may bear interest at higher rates than our existing indebtedness, may require us to pay significant fees and expenses, and may contain covenants that are more restrictive than those in our existing agreements.

Our Term Loan Facility matures on June 3, 2028 and our Revolving Credit Facility matures on March 3, 2028. In addition, the maturity of our Floor Plan Facility, which is otherwise February 18, 2030, will accelerate to March 5, 2028 if, by that date, our Term Loan Facility has not been repaid, refinanced, or defeased, or had its maturity extended to a date at least 180 days after February 18, 2030.

If we are unable to refinance our Senior Secured Credit Facilities on acceptable terms before the Term Loan Facility’s maturity, or before March 5, 2028 in the case of the Floor Plan Facility, we may not have sufficient liquidity to repay our indebtedness or to finance our new and used vehicle inventory, which would have a material adverse effect on our business, financial condition and results of operations. In addition, substantially all of our borrowings bear interest at variable rates, and increases in interest rates, such as the increase in the federal funds rate in September 2026, increase our interest expense and reduce the cash flow available for our operations.

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