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THOR INDUSTRIES INC

For the period ended Dec 16, 2026. Filed Nov 3, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 16, 2026 · Filed Nov 3, 2026

THO$80.77-1.9%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

(Amendment No.)

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

THOR Industries, Inc.

(Name of Registrant as Specified In Its Charter)

Not applicable.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Dear Fellow Shareholders of THOR Industries:

Andrew E. Graves Chairman of the Board

Thank you for your continued support of THOR Industries. On behalf of the Board of Directors, I am pleased to invite you to participate in and attend the 2026 Annual Meeting of Shareholders.

Fiscal Year 2026 was a difficult year for the RV industry and THOR. After a comparatively strong first half of our fiscal year, the prolonged downcycle in the recreational vehicle industry was exacerbated by world events, including the military conflict involving Iran, which stymied consumer confidence. Continued elevated interest rates, sustained pressure on household budgets, and persistent affordability challenges kept retail demand suppressed. Our results were further impacted by a number of discrete charges that are both not representative of the ongoing earnings power of our business and expected to allow us to operate more efficiently and effectively in the coming years.

A downturn, however, tests the fundamentals of a business, and THOR’s fundamentals remain firmly intact: the strength of our brands, the health of our balance sheet, our disciplined operating culture, and our leadership position across the RV industry. Rather than waiting for market conditions to improve, we spent Fiscal

A downturn, however, tests the fundamentals of a business, and THOR’s fundamentals remain firmly intact.

Year 2026 acting decisively on what was within our control. Central to this effort is the strategic evolution of our North American RV operating model, which is designed to capture the scale, synergies, and best practices available across our operating companies. This includes the expansion of enterprise-wide procurement and strategic sourcing to capture purchasing leverage, consolidation of certain functions to reduce redundant costs, and the tight alignment of production with retail demand to protect the health of our dealer network. These actions are designed to lower our cost base durably—not temporarily—and to position THOR to emerge from this downcycle structurally stronger and more profi table.

Even in a challenging year, THOR’s cash generation and balance sheet strength allowed us to continue executing our capital allocation strategy for the benefi t of our shareholders.

In Fiscal Year 2026, THOR generated net income attributable to THOR of $177.5 million and net cash from operations totaled $321.2 million. THOR deployed its cash from operations for the benefi t of our shareholders as follows:

•THOR increased its dividend by 4% to $2.08 per share (annually), marking our 16th consecutive year of dividend increases;
•THOR continued to strategically repurchase shares and repurchased 1,274,538 shares of common stock over the course of the fi scal year at a weighted-average price of $90.33 per share; and
•THOR made payments on total debt of $59.7 million, reducing interest expense on a go-forward basis and providing capital fl exibility to take advantage of market opportunities.

THOR also continued to invest in the future of its business, particularly in the areas of automation, product innovation, people development and succession planning, connected vehicles, and new product offerings. These investments are deliberate: they ensure that the THOR that emerges from this downcycle is more innovative and more competitive than the one that entered it.

As we look ahead to Fiscal Year 2027, we are clear-eyed about the near-term environment. But the history of our industry is unambiguous—downcycles give way to recovery—and the enduring appeal of the RV lifestyle continues to draw new generations of consumers to our products. When that recovery arrives, the work we have done during this downturn will allow THOR to convert it into earnings power and long-term value for you, our shareholders. Thank you for your continued trust and investment in THOR.

ANDREW E. GRAVES

Chairman of the Board

Notice of Annual Meeting of Shareholders

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE THOR INDUSTRIES, INC. ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 16, 2026

Dear Fellow Shareholders:

This year’s Annual Meeting will be held virtually onDecember 16, 2026, at 8:00 a.m. EST. Shareholders of record as of the close of business on October 19, 2026 (the “Record Date”) are entitled to vote at the Annual Meeting and any postponement or adjournment thereof.

Shareholders will be able to attend the Annual Meeting, vote, and examine our list of shareholders by visitingwww.virtualshareholdermeeting.com/THO2026, and will be required to enter the 16-digit control number on their proxy card or voting instruction form.

THOR Industries tremendously values the input of its Shareholders.Your vote is important to us. Please take the time to review our Proxy Statement. We encourage you to vote your shares prior to the Annual Meeting, or, if not possible, to submit your votes electronically during the Annual Meeting.

AT THE MEETING, OUR SHAREHOLDERS WILL BE ASKED TO:

Proposal 1Elect the Directors named in the Proxy Statement;
Proposal 2Ratify the appointment of the independent registered public accounting firm;
Proposal 3Vote, on an advisory basis, to approve the Named Executive Officer compensation;
Transact such other business as may properly come before the Meeting.

We appreciate your continued confidence in our Company and look forward to your input.

By Order of the Board of Directors

TREVOR Q. GASPER

*Senior Vice President,

General Counsel, and Corporate Secretary*

*Elkhart, Indiana

November 3, 2026*

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You are entitled to vote at the Meeting if you were a holder of record of THOR Industries, Inc. common stock, $0.10 par value (“Common Stock”), at the close of business on October 19, 2026. At the close of business on that date, 51,778,200 shares of our Common Stock were outstanding and entitled to vote.

REVIEW THE PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:

Via the InternetBy Telephone
You may vote by internet 24 hours a day through 11:59 p.m., EST, on December 15, 2026, by following the instructions listed on the Notice Card.You may vote by telephone 24 hours a day through 11:59 p.m., EST, on December 15, 2026, by following the instructions listed on the Notice Card.
By MailVirtually
You can only vote by mail if you request and receive a paper copy of the proxy materials and proxy card. You may request proxy materials by following the instructions listed on the Notice Card. You may then vote by completing, signing, dating, and returning a proxy card.To participate in the Annual Meeting online, visit www.virtualshareholdermeeting. com/THO2026 and enter the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials. You will be able to vote your shares electronically during the Annual Meeting by following the instructions available on the meeting website.

NOTICE TO SHAREHOLDERS: Our 2026 Proxy Statement and Annual Report on Form 10-K are available free of charge on our website at www.thorindustries.com.

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Table of

Contents

NOTICE OF ANNUAL MEETING OF SHAREHOLDERSi
PROXY STATEMENT1
PROXY STATEMENT SUMMARY1
GENERAL INFORMATION ABOUT OUR ANNUAL MEETING AND VOTING INSTRUCTIONS2
GENERAL INFORMATION REGARDING THOR INDUSTRIES AND FISCAL YEAR 20265
Business Performance Highlights5
Sustainability Highlights9
Corporate Governance Highlights10
PROPOSAL 1
ELECTION OF DIRECTORS11
Qualifications and Process for Nominees11
Composition of Board of Directors12
OUR BOARD OF DIRECTORS13
Nominees for Board of Directors13
Fiscal Year 2026 Board of Directors’ Skills Matrix18
BOARD OF DIRECTORS: STRUCTURE AND COMMITTEES AND CORPORATE GOVERNANCE19
Corporate Governance19
Board Selection Process19
Proxy Access19
Board Structure and Leadership19
Audit Committee20
Compensation and Development Committee20
Environmental, Social, Governance and Nominating Committee20
Director Independence22
Independent Director Meetings22
Director Attendance22
Annual Board and Committee Evaluation22
Board Risk Oversight22
Diversity Policy23
Succession Planning23
Mandatory Resignation Policy23
Shareholder Communications and Engagement23
Ethics23
Our Governance Practices23
Director Compensation25
Executive Officers Who Are Not Directors27
PROPOSAL 2
RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM29
Independent Registered Public Accounting Firm Fees29
Report of the Audit Committee31
COMPENSATION DISCUSSION AND ANALYSIS32
Executive Summary32
Our Compensation Philosophy35
Shareholder Support for our 2025 Advisory Vote on Executive Compensation and Shareholder Outreach Program39
Looking Back: Reviewing the Elements of Compensation from Fiscal Year 202639
Additional Compensation Elements43
How We Make Compensation Decisions and Why We Made Them for Fiscal Year 202645
Our Independent Compensation Consultant45
Our Compensation Peer Group45
Measuring Alignment: Evaluating the Relationship Between Our Fiscal Year 2026 Performance and our Compensation47
Compensation Committee Interlocks and Insider Participation49
Compensation Risk Assessment49
Report of the Compensation and Development Committee50
EXECUTIVE COMPENSATION52
Summary Compensation Table52
Grants of Plan-Based Awards53
Summary of Equity Compensation Plans54
Outstanding Equity Awards at 2026 Fiscal Year-End57
Option Exercises and Shares Vested in Fiscal Year 202658
Non-Qualified Deferred Compensation for Fiscal Year 202658
Summary of Deferred Compensation Plan59
Potential Payments Upon Termination or Change in Control and Agreements with Resigning Officers59
Fiscal Year 2026 CEO Pay Ratio62
Pay versus Performance63
PROPOSAL 3
ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS67
OWNERSHIP OF COMMON STOCK68
Certain Relationships and Transactions with Management69
Delinquent Section 16(a) Reports69
Shareholder Proposals69
Other Matters70
APPENDIX A71

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