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THOR INDUSTRIES INC

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

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About this filing

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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Contents

Additional Compensation Elements

BENEFITS AND PERQUISITES

We offer no substantial benefits or perquisites to our Executive Officers that are not available to our broader employee population except: (i) a requested periodic physical exam and ancillary health services to assess the health of our Executive Officers and certain other key employees; (ii) internet and dark web monitoring and protection; and (iii) the opportunity to lease and exclusively use one of our Company’s North American recreational vehicles. The recreational vehicle is leased to the Executive Officer at no direct cost to the Executive Officer but the Executive Officer is responsible for certain ancillary costs including fuel, maintenance, and insurance. This program was initiated so our Executive Officers (and any other executive whose target compensation is at least 40% equity) can: (1) obtain a first-hand understanding of our products and our customers’ RV experience; (2) better relate to and communicate with our customers, dealers, suppliers, and shareholders; and (3) assist in evaluating product design, efficiency, customer service, and maintenance experience. The program does not impose any incremental cost on the Company, but each Executive Officer participating in the program is treated as receiving taxable compensation representing the value of the benefit. The Company does not provide tax gross-ups for any perquisite so the Executive Officer is responsible for any tax impact associated with each of our perquisite programs.

RETIREMENT PLANS

Our Company does not offer retirement plans to our Executive Officers. Furthermore, consistent with past practice, our Executive Officers, like all highly compensated employees of the Company, were excluded from eligibility in our Company-sponsored 401(k) plan in Fiscal Year 2026 but may participate in our non-matching Deferred Compensation Plan that is available to all full-time employees who are precluded from participating in our 401(k) program by virtue of their income.

STOCK OWNERSHIP ANDRETENTION GUIDELINES

Our Board maintains stock ownership guidelines for our Executive Officers and our Board. The guidelines require retention of the following levels of Company stock:

TitleStock Ownership Level (Stock Holding Value)
Chief Executive Officer5 times base salary
Other Executive Officers3 times base salary
Board of Directors4 times base annual retainer

Our Executive Officers must satisfy the requirement within five (5) years of their first LTI award in their current position. The Board of Directors must satisfy the requirement within five (5) years of the date of their first annual award. Only owned shares are included for purposes of calculating compliance with these guidelines; unvested shares (either time-based or performance-based) are not counted. All Board members and Executive Officers are either in compliance with the guidelines or are expected to come into compliance within the required timeline.

CLAWBACK POLICY

Our Board of Directors is required, on a “no fault” basis, to claw back any excess incentive-based compensation (whether equity or cash, including RSU awards, which are earned based on Company Adjusted NBT, and PSU awards) received by any Executive Officer during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement, to the extent that compensation exceeds the amount that would have been earned based on the restated results. Recovery is required without regard to the Executive Officer’s fault or involvement in the restatement, is calculated on a pre-tax basis, and may not be offset by indemnification or insurance. Our clawback policy is fully compliant with the SEC’s final rule adopted on October 26, 2022

43 and effective January 27, 2023 and with the related NYSE listing standard, and is filed as an exhibit to our Annual Report on Form 10-K.

ANTI-HEDGING AND PLEDGING POLICY

Our Company prohibits our Executive Officers and members of the Board of Directors from engaging in any hedging transactions, transacting short sales, or pledging any Company stock.

SEVERANCE PLANS AND CHANGE IN CONTROL AGREEMENTS

Our Company has employment agreements with each of our Named Executive Officers. Updated and adopted during Fiscal Year 2023, these contracts contain non-competition and non-solicitation obligations that, prior to 2021, were not part of our Executive Officers’ employment relationship with the Company and, prior to 2021, were not standard within the RV industry. The purpose of the contracts and non-competition provisions was to secure the exclusive services of our Management Team for the duration of the contracts and for a period of time post-employment. The RV industry is very competitive, and its history is replete with examples of key leaders leaving their company to start competitive businesses. Given Management’s longevity and track record of growth with the Company, the contracts remain important to secure and to protect the Company from such risk. As such, an essential element of the employment agreement was that each executive agrees not to compete against the Company during the term of his or her employment and for a period of two (2) years following termination of employment. The agreements also include confidentiality undertakings and agreements not to solicit Company customers or employees. The RV industry has a comparatively low barrier to entry, geographic concentration, and relies upon personal relationships with suppliers and dealers. Thus, the Company obtained a substantial benefit by collecting non-competition agreements from its Executive Officers.

A cornerstone of the THOR Industries, Inc. Amended and Restated Equity and Incentive Plan (our “Equity Plan”) is its double-trigger vesting requirement. Specifically, the Equity Plan provides for the vesting of shares only upon the

occurrence of both a Change in Control (as defined by the Equity Plan) and either a corresponding change in employment status or the failure of an acquirer to assume the awards.

The aggregate value of change in control and termination benefits for each NEO is summarized under the subheading, “Potential Payments Upon Termination or Change in Control and Agreements with Resigning Officers” on page 59.

SECTION 409A OF THE CODE

Our compensation plans and programs are designed to comply with Section 409A of the Code, which places strict restrictions on plans that provide for the deferral of compensation.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.