Camping World Holdings Inc

The Company has been made aware of the anticipated dissolution of ML Acquisition Company, LLC ("ML Acquisition Company”) and its wholly-owned subsidiary, CWGS Holding, LLC (“CWGS Holding” and, together with ML Acquisition Company, “ML Acquisition”), effective December 31, 2024. CWGS Holding is currently the record holder of 32,584,700 common units of CWGS Enterprises, LLC (“Common Units”) and an equal number of shares of Class B Common Stock of the Company. In connection with the anticipated dissolution, the Company expects that Common Units of CWGS Enterprises, LLC and Class B Common Stock of the Company held by CWGS Holding will be distributed to the members of ML Acquisition Company (the “Distribution”). The members of ML Acquisition Company are ML RV Group, LLC (“ML RV Group”), which is wholly owned by the Company’s Chairman and Chief Executive Officer, Marcus Lemonis, and AGI Holding Corp. (“AGI”), which the Company believes is wholly owned by The Stephens Adam Living Trust, the former trustee of which was the Company’s former director, Stephen Adams, prior to his death (together, the “ML Acquisition Members”). These members are considered “Permitted Transferees” of ML Acquisition as defined in the Amended and Restated Limited Liability Company Agreement of CWGS Enterprises, LLC. ML Acquisition and the ML Acquisition Members together with any future Permitted Transferees are referred to as “ML Related Parties”.

Following the Distribution, the Company anticipates that it will no longer be considered a “controlled company” under the rules of the New York Stock Exchange and that there will be certain impacts to provisions of its Amended and Restated Certificate of Incorporation (the “Charter”), Amended and Restated Bylaws (the “Bylaws”), and Voting Agreement, dated October 6, 2016, between the Company, CWGS Holding, ML RV Group, CVRV Acquisition II LLC and CVRV Acquisition LLC (together with their Permitted Transferees, the “Crestview Stockholders”) and Crestview Advisors L.L.C. (“Crestview”) (the “Voting Agreement”), including, but not limited to the following (which assumes that the equity ownership of ML Acquisition does not change prior to the Distribution):

Voting Agreement:

to serve on the Board by ML RV Group, there will no longer be an individual, group or company that holds more than 50% of the voting power for the election of the Company’s directors and the Company will therefore no longer qualify as a “controlled company” under the rules of the New York Stock Exchange, absent an agreement between the ML Acquisition Members and Crestview as to future director elections.

Amended and Restated Certificate of Incorporation:

Immediately following the Distribution, the Company anticipates that ML RV Group will hold no more than 16% of the Common Units and Class B Common Stock currently held by ML Acquisition (or 5,213,552 Common Units and shares of Class B Common Stock) and AGI will hold no less than 84% of the Common Units currently held by ML Acquisition (or 27,371,148 Common Units and shares of Class B Common Stock). Mr. Lemonis also owns or controls one share of Class C Common Stock held by ML RV Group and 155,268 shares of Class A Common Stock held directly by Mr. Lemonis. Mr. Lemonis is expected to have voting power of approximately 12.7% of the Company’s Class A Common Stock, Class B Common Stock and Class C Common Stock voting together as a single class. AGI is expected to have voting power of approximately 39.5% of the Company’s Class A Common Stock, Class B Common Stock and Class C Common Stock voting together as a single class.

The Company is not a party to the dissolution of ML Acquisition and related Distribution and, accordingly, the descriptions contained in this summary are subject to change. For additional information, please see the Charter, Tax Receivable Agreement and Voting Agreement filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission on February 26, 2024.

None.

During the three months ended September 30, 2024, no director or officer of the Company adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.