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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

APPENDIX A

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

“COMPANY ADJUSTED NBT”

In Fiscal Years 2022, 2023, 2024, 2025 and 2026, the Company evaluated its NEOs, paid MIP to its NEOs, and awarded RSUs to its NEOs based upon Company Adjusted NBT, which is a non-GAAP measure. The Company defines “Company Adjusted NBT” as its consolidated income before income tax and then makes adjustments to exclude gains/losses as a result of non-forecasted major acquisitions, LIFO, non-controlling interests, impairments, and certain foreign currency exchange gains/losses. For Fiscal Year 2026 additional adjustments to Company Adjusted NBT were made related to certain costs incurred by the Company in implementing several planned

restructurings in Europe, which costs were not built into the Company’s forecast. Company Adjusted NBT is not calculated in accordance with, nor is it a substitute for, GAAP measures. The performance measure of Company Adjusted NBT provides for the aforementioned non-GAAP adjustments so that the performance measure will more consistently reflect underlying business operations than the comparable GAAP measure and is consistent with the measure management uses when evaluating the performance of the business internally. A reconciliation of Company Adjusted NBT to income before income taxes, the most directly comparable financial measure calculated and presented in accordance with GAAP, is provided below:

($ in thousands)Fiscal Year 2026Fiscal Year 2025Fiscal Year 2024Fiscal Year 2023Fiscal Year 2022
Income Before Income Taxes (GAAP)$238,721$296,191$348,844$499,353$1,459,864
Adjustment: Certain Restructuring Costs Not Built Into Financial Forecast in FY2026$26,889————
Adjustment: Non-Forecasted Major Acquisition Effects—————
Adjustment: Impairments—————
Adjustment: Foreign Currency Exchange Gains/(Losses)($2,084)$5,134$739($6,487)($6,502)
Adjustment: Non-Controlling Interest Gains/(Losses)$4,008$2,733($129)$44($609)
Adjustment: LIFO Gains/(Losses)$2,278$702($14,494)$25,153$59,212
COMPANY ADJUSTED NBT$269,812$304,760$334,960$518,063$1,511,965

“FCF” AND “ROIC”

The PSUs granted for the three-year performance cycle covering Fiscal Years 2023 through 2025 were earned based on the Company’s cumulative free cash flow (“FCF”) and average return on invested capital (“ROIC”) over the cycle, each of which is a non-GAAP measure.

The Company defines “FCF” as consolidated net cash provided by operating activities less consolidated

capital expenditures (purchases of property, plant and equipment), in each case as reported in the Company’s Consolidated Statements of Cash Flows.

The Company defines “ROIC” as consolidated income before income taxes, adjusted to exclude LIFO gains/losses, divided by consolidated invested capital. The Company defines “invested capital” as total stockholders’ equity plus long-term debt and

71 net deferred income tax liabilities, less cash and cash equivalents and net deferred income tax assets, in each case as reported in the Company’s Consolidated Balance Sheets as of the applicable fiscal year-end. Average ROIC for the performance cycle is calculated as the three-year average of adjusted income before income taxes divided by the three-year average of invested capital.

The Compensation and Development Committee uses FCF and ROIC as performance measures because they reflect the cash generation and capital efficiency of the underlying business over a multi-year period and are

consistent with the measures management uses when evaluating the performance of the business internally. FCF and ROIC are not calculated in accordance with, nor are they substitutes for, GAAP measures. A reconciliation of FCF to net cash provided by operating activities, and reconciliations of the components of ROIC to income before income taxes and total stockholders’ equity, the most directly comparable financial measures calculated and presented in accordance with GAAP, are provided below. Amounts in the average column may not sum due to rounding.

FREE CASH FLOW

(S in thousands)Fiscal Year 2025Fiscal Year 2024Fiscal Year 2023Fiscal Years 2023-2025 Cumulative
Net Cash Provided by Operating Activities (GAAP)$577,923$545,548$981,633$2,105,104
Less: Capital Expenditures($122,987)($139,635)($208,194)($470,816)
FCFS454,936S405,913S773,439S1,634,288
Target Cumulative FCF$1,841,478
FCF as a Percentage of Target88.75%

RETURN ON INVESTED CAPITAL

(S in thousands) · Fiscal Year 2025 · Fiscal Year 2024 · Fiscal Year 2023 · Fiscal Years 2023-2025 Average
Income Before Income Taxes (GAAP)$296,191$348,844$499,353$381,463
Adjustment: LIFO Gains/(Losses)$702($14,494)$25,153$3,787
Adjusted Income Before Income Taxes$296,893$334,350$524,506$385,250
Total Stockholders’ Equity (GAAP)$4,289,552$4,074,053$3,983,398$4,115,668
Plus: Long-Term Debt$919,612$1,101,265$1,291,311$1,104,063
Plus: Deferred Income Tax Liabilities, Net$54,404$74,401$75,668$68,158
Less: Cash and Cash Equivalents($586,596)($501,316)($441,232)($509,715)
Less: Deferred Income Tax Assets, Net($35,668)($28,414)($5,770)($23,284)
Invested Capital$4,641,304$4,719,989$4,903,375$4,754,889
ROIC6.4%7.1%10.7%8.1%
Target Average ROIC17.0%
Average ROIC as a Percentage of Target47.65%

72

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Signature (Joint Owners) Signature [PLEASE SIGN WITHIN BOX] Date Date SCAN TO VIEW MATERIALS & VOTE To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. 0 0 0 0000714379_1 R2.09.05.010 For Withhold For All All All Except The Board of Directors recommends you vote FOR the following: 05) William J. Kelley Jr. Election of Directors Nominees Andrew Graves 06) Christopher Klein 02) Christina Hennington 07) Jeffrey D. Lorenger 03) Amelia A. Huntington 08) Robert W. Martin 04) Laurel Hurd 09) Peter B. Orthwein For Against Abstain 0 0 0 0 0 0 THOR INDUSTRIES, INC. ATTN:TREVOR Q. GASPER 2900 INDEPENDENCE COURT ELKHART, IN 46514 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 12/15/2026. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/THO2026 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 12/15/2026. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The Board of Directors recommends you vote FOR proposals 2 and 3. Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our Fiscal Year 2027. Non-binding advisory vote to approve the compensation of our named executive officers (NEOs). NOTE: In their discretion, the Proxies are authorized to vote on such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

0000714379_2 R2.09.05.010 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and 10K Wrap are available at www.proxyvote.com THOR INDUSTRIES, INC. Annual Meeting of Shareholders December 16, 2026 8:00 AM EST This proxy is solicited by the Board of Directors The undersigned shareholder of THOR Industries, Inc. hereby appoints Andrew Graves and Trevor Q. Gasper, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this proxy, all of the shares of Common Stock of THOR INDUSTRIES, INC. that the shareholder is entitled to vote at the Annual Meeting of Shareholders to be held virtually at www.virtualshareholdermeeting.com/THO2026 at 8:00 AM, EST on December 16, 2026, and any adjournment or postponement thereof. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournments or postponements thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side

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