Commitments and Contingencies	6 Months Ended
Jun. 30, 2026
Commitments and Contingencies
Commitments and Contingencies	11. Commitments and Contingencies Litigation Siverd Complaint and Shareholder Derivative Litigation On March 10, 2026, a purported stockholder of the Company filed a putative class action lawsuit captioned Siverd v. Camping World Holdings, Inc., et al., in the United States District Court for the Northern District of Illinois against Camping World Holdings, Inc. and certain current and former officers (“Individual Defendants” and together, “Defendants”). On May 21, 2026, the court appointed a lead plaintiff, and on July 24, 2026, the lead plaintiff filed an amended complaint. The amended complaint alleges that Defendants violated Section 11 of the Securities Act of 1933 (the “’33 Act”) and Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934, as amended (the “’34 Act”), by making materially false or misleading statements related to the Company’s business, operations, and prospects. The lawsuit also alleges Individual Defendants violated Section 15 of the ’33 Act and Section 20(a) of the ’34 Act by allegedly acting as controlling persons of the Company in connection with the alleged materially false or misleading statements. The lead plaintiff seeks to represent a putative class of investors who purchased or acquired the Company’s stock between October 29, 2024 and February 24, 2026 and a sub-class of investors who purchased or acquired the Company’s stock pursuant or traceable to the registration statement and prospectus issued in connection with the Company’s October 31, 2024 secondary public offering, and seeks compensatory damages, attorneys’ fees and costs, and other relief as the court may deem just and proper. The case is in its early stages. Defendants’ responses to the amended complaint are due on September 24, 2026. On May 19 and 20, 2026, the Company was named as the nominal defendant in derivative lawsuits captioned Schulz v. Lemonis, et al., Amaral v. Lemonis, et al., and Kogut v. Lemonis, et al., each filed in the United States District Court for the Northern District of Illinois (the “Shareholder Derivative Litigation”) and premised on similar facts as alleged in the Siverd complaint. The Shareholder Derivative Litigation names certain current and former directors and officers as defendants and asserts claims for breach of fiduciary duty, violations of federal securities laws, unjust enrichment, waste of corporate assets, and other causes of action. The Shareholder Derivative Litigation alleges that for the period from at least as early as April 2025 through at least February 24, 2026 (and, in one case, through the present), the Company’s officers and directors made and/or caused the Company to make materially false or misleading statements related to the Company’s business, operations, and prospects, and failed to adequately oversee the Company’s operations. The Shareholder Derivative Litigation seeks recovery on behalf of the Company for its alleged losses, including costs of defending the Siverd securities litigation, reputational harm, and other damages. On June 30, 2026, the court consolidated the cases (captioned In Re Camping World Holdings, Inc. Shareholder Derivative Litigation) and appointed co-lead counsel. The case is in its early stages. The Company intends to vigorously defend these actions and any potential liability that may arise from the alleged claims is not currently probable or reasonably estimable. This litigation could result in financial judgments or the payment of settlement amounts and disputes with insurance carriers concerning coverage. Weissmann Complaint On June 22, 2021, FreedomRoads Holding Company, LLC (“FR Holdco”), an indirect wholly-owned subsidiary of CWGS, LLC, filed a one-count complaint captioned FreedomRoads Holding Company, LLC v. Steve Weissmann in the Circuit Court of Cook County, Illinois against Steve Weissmann (“Weissmann”) for breach of contractual obligation under note guarantee (the “Note”) (the “Weissmann Complaint”). On October 8, 2021, Weissmann brought a counterclaim against FR Holdco and third-party defendants Marcus A. Lemonis, NBCUniversal Media, LLC, the Consumer National Broadcasting Company (“CNBC”), Camping World, Inc. (“CW”), and Machete Productions (“Machete”) (the “Weissmann Counterclaim”), in which he alleges claims in connection with the Note and his appearance on the reality television show The Profit. Weissmann alleges the following causes of action against FR Holdco and all third-party defendants, including CW: (i) fraud; (ii) fraud in the inducement; (iii) fraudulent concealment; (iv) breach of fiduciary duty; (v) defamation; (vi) defamation per se; (vii) false light; (viii) intentional infliction of emotional distress; (ix) negligence; (x) unjust enrichment; and (xi) RICO § 1962. Weissmann seeks costs and damages in an amount to be proven at trial but no less than the amount in the Note (approximately $2.5 million); in connection with his RICO claim, Weissmann asserts he is entitled to damages in the amount of three times the Note. On February 18, 2022, NBCUniversal, CNBC, and Machete filed a motion to compel arbitration (the “NBC Arbitration Motion”). On May 5, 2022, an agreed order was filed staying the litigation in favor of arbitration. On May 31, 2022, FR Holdco filed an arbitration demand against Weissmann for collection on the Note. Weissmann filed his response and counterclaims, and third-party claims against FR Holdco, CW, Marcus A. Lemonis, NBCUniversal, and Machete on July 7, 2022. On or about July 21, 2022, FR Holdco and the other respondents filed their responses and affirmative defenses. On March 11, 2024, FR Holdco’s arbitration demand and the Weissmann arbitration demand were tried before a single arbitrator pursuant to the JAMS streamlined arbitration rules in a confidential arbitration hearing. On May 23, 2024, the arbitrator issued an interim award in favor of FR Holdco in the amount of $4,318,892, plus interest, costs, and attorneys’ fees as set forth in the Tumbleweed bankruptcy plan and to be determined by the arbitrator in subsequent proceedings. On July 31, 2024, the arbitrator heard the parties’ arguments on the amount of attorneys’ fees and costs owed to FR Holdco, after Weissmann conceded in a written briefing the obligation to pay attorneys’ fees and costs to FR Holdco as the prevailing party. On September 12, 2024, the arbitrator issued a final award in favor of FR Holdco in the amount of $4,990,006, in the manner described in the Tumbleweed bankruptcy plan. Weissmann is jointly and severally liable for $4,106,884 of that amount. On September 24, 2024, Weissmann and Tumbleweed filed a Petition to Vacate Arbitration Award in the Superior Court for the State of California, County of Los Angeles. On September 27, 2024, FR Holdco, CW, Marcus A. Lemonis, NBCUniversal, and Machete filed a Petition to Confirm Arbitration Award in the Superior Court for the State of California, County of Los Angeles. On January 16, 2025, the Superior Court for the State of California, County of Los Angeles granted the Petition to Confirm Arbitration Award and denied the Petition to Vacate Arbitration Award, concluding the litigation. On July 8, 2025, the Superior Court for the State of California, County of Los Angeles entered the Judgment in favor of FR Holdco, CW, Marcus A. Lemonis, NBCUniversal, and Machete. On August 21, 2025, Weissmann and Tumbleweed filed a notice of appeal. On November 25, 2025, Weissmann and Tumbleweed filed their opening brief in the Second Appellate District of the Court of Appeal of the State of California. FR Holdco, CW, Marcus Lemonis, NBCUniversal, and Machete filed their response brief on February 20, 2026. On April 8, 2026, Weissmann and Tumbleweed filed their reply brief. On July 21, 2026, the Court of Appeal issued a tentative ruling in favor of FR Holdco, CW, Marcus Lemonis NBC Universal, and Machete. On July 29, 2026, oral arguments were presented. There can be no assurances that we will be able to collect amounts owed pursuant to the Arbitration Award. Tumbleweed Complaint On November 10, 2021, Tumbleweed Tiny House Company, Inc. (“Tumbleweed”) filed a complaint against FR Holdco, CW, Marcus A. Lemonis, NBCUniversal Media, LLC, and Machete Productions in which Tumbleweed alleges claims in connection with the Note and its appearance on the reality television show The Profit (the “Tumbleweed Complaint”), seeking primarily monetary damages. Tumbleweed alleges the following claims against the defendants, including FR Holdco and CW: (i) fraud; (ii) false promise; (iii) breach of fiduciary duty (and aiding and abetting the same); (iv) breach of contract; (v) breach of oral contract; (vi) tortious interference with prospective economic advantage; (vii) fraud in the inducement; (viii) negligent misrepresentation; (ix) fraudulent concealment; (x) conspiracy; (xi) unlawful business practices; (xii) defamation; and (xiii) declaratory judgment. On April 21, 2022, the Court granted a motion to compel arbitration filed by NBCUniversal and joined by all defendants, including FR Holdco, CW, and Marcus A. Lemonis, compelling Tumbleweed’s claims to arbitration. Tumbleweed served its arbitration demand on FR Holdco, CW, and Marcus A. Lemonis on May 17, 2022. FR Holdco, CW, and Marcus A. Lemonis filed responses and affirmative defenses on May 31, 2022. On July 20, 2022, pursuant to the JAMS streamlined arbitration rules, the Tumbleweed Complaint was consolidated together with the Weissmann Complaint. The parties have exchanged discovery. On March 11, 2024, FR Holdco’s arbitration demand and the Weissmann arbitration demand were tried before a single arbitrator pursuant to the JAMS streamlined arbitration rules in a confidential arbitration hearing. On May 23, 2024, the arbitrator issued an interim award in favor of all respondents, including FR Holdco, CW, and Lemonis. On July 31, 2024, the arbitrator heard the parties’ arguments on the amount of attorneys’ fees and costs owed to FR Holdco, CW, Lemonis, and the other defendants, after Tumbleweed conceded the obligation to pay attorneys’ fees and costs to the prevailing parties. On September 12, 2024, the arbitrator issued a final award in favor of FR Holdco, CW, Lemonis in the amount of $3,793,455 in attorneys’ fees and $626,611 in costs. The arbitrator also awarded $4,990,006 in favor of FR Holdco. On September 24, 2024, Weissmann and Tumbleweed filed a Petition to Vacate Arbitration Award in the Superior Court for the State of California, County of Los Angeles. On September 27, 2024, FR Holdco, CW, Marcus A. Lemonis, NBCUniversal, and Machete filed a Petition to Confirm Arbitration Award in the Superior Court for the State of California, County of Los Angeles. On January 16, 2025, the Superior Court for the State of California, County of Los Angeles granted the Petition to Confirm Arbitration Award and denied the Petition to Vacate Arbitration Award, concluding the litigation. On July 8, 2025, the Superior Court for the State of California, County of Los Angeles entered the Judgment in favor of FR Holdco, CW, Marcus A. Lemonis, NBCUniversal, and Machete. On August 21, 2025, Weissmann and Tumbleweed filed a notice of appeal. On November 25, 2025, Weissmann and Tumbleweed filed their opening brief in the Second Appellate District of the Court of Appeal of the State of California. FR Holdco, CW, Marcus Lemonis, NBCUniversal, and Machete filed their response brief on February 20, 2026. On April 8, 2026, Weissmann and Tumbleweed filed their reply brief. On July 21, 2026, the Court of Appeal issued a tentative ruling in favor of FR Holdco, CW, Marcus Lemonis NBC Universal, and Machete. On July 29, 2026, oral arguments were presented. There can be no assurances that we will be able to collect amounts owed pursuant to the Arbitration Award. General From time to time, the Company is involved in litigation arising in the normal course of business operations including, but not limited to, labor (including federal and state minimum wage and overtime requirements), advertising, real estate, promotions, quality of services, intellectual property, tax, import and export, anti-corruption, anti-competition, environmental, health and safety matters. While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to the Company, management does not believe that the disposition of any such pending matters is likely to have a material adverse effect on the Company’s financial statements. No assurance can be made that these or similar suits will not result in a material financial exposure in excess of insurance coverage, which could have a material adverse effect upon the Company’s financial condition and results of operations. Employment Agreements The Company has employment agreements with certain officers. The agreements include, among other things, an annual bonus based on certain performance-based criteria and certain severance benefits in the event of a qualifying termination. Marcus A. Lemonis Marcus A. Lemonis, our former Chief Executive Officer, Chairman of the Board and member of the Board, is employed with the Company in the non-executive role of Co-Founder and Special Advisor through December 31, 2026 under the second amended and restated employment agreement with Mr. Lemonis (the “Lemonis Second Employment Agreement”), which the Board approved on December 2, 2025. Pursuant to the Lemonis Second Employment Agreement, Mr. Lemonis’ 2026 compensation included a $1.5 million annual salary (“2026 Salary”), a $2.3 million bonus (“2026 Bonus”) and an additional $3.8 million lump-sum payment (the “Lump-Sum Payment”), originally payable at the end of the term of the Lemonis Second Employment Agreement in December 2026 (collectively, the “Lemonis 2026 Compensation”). Each of the 2026 Bonus and Lump-Sum Payment could be settled in cash or shares of Class A common stock based on the closing stock price on the settlement date. The Company deemed the 2026 service conditions relating to the Lemonis Second Employment Agreement to be nonsubstantive for accounting purposes, so the aggregate $7.5 million of the Lemonis 2026 Compensation was accrued as of December 31, 2025. On May 18, 2026, the Lemonis Second Employment Agreement was amended to settle i) the 2026 Bonus with the issuance of 319,602 shares of Class A common stock, less 125,763 shares withheld to cover Mr. Lemonis’ associated tax withholding obligations, and ii) the Lump-Sum Payment in cash, which were both paid in May 2026. See Note 17 — Stock-Based Compensation Plans for details on Mr. Lemonis’ stock-based compensation, including liability-classified share-based awards. Thomas E. Kirn and Lindsey J. Christen On April 7, 2026, the Compensation Committee (the “Compensation Committee”) of the Board approved a second amended and restated employment agreement with Thomas E. Kirn, the Company’s Chief Financial Officer (the “Kirn Employment Agreement”) and a second amended and restated employment agreement with Lindsey J. Christen, the Company’s Chief Administrative and Legal Officer (the “Christen Employment Agreement”), which superseded and replaced their prior employment agreements effective as of January 1, 2026. Under the Kirn Employment Agreement and Christen Employment Agreement the term will end on March 31, 2029 and December 31, 2028, respectively, the annual base salary was increased to $650,000 and $700,000, respectively, the executive is eligible for an annual target incentive bonus of 100% of their base salary, and the executive is eligible for annual grants of PSUs with a target payout of 40,000 and 50,000 PSUs, respectively, that will vest based on annual performance goals. Financial Assurances In the normal course of business, the Company obtains standby letters of credit and surety bonds from financial institutions and other third parties. These instruments guarantee the Company’s future performance and provide third parties with financial and performance assurance in the event that the Company does not perform. These instruments support a wide variety of the Company’s business activities. As of June 30, 2026, December 31, 2025, and June 30, 2025, outstanding standby letters of credit issued through our Floor Plan Facility were $15.4 million, $15.4 million, and $14.3 million, respectively (see Note 4 — Inventories and Floor Plan Payables). The outstanding standby letters of credit issued through the Senior Secured Credit Facilities as of June 30, 2026, December 31, 2025, and June 30, 2025 were $4.9 million (see Note 8 — Long-Term Debt). As of June 30, 2026, December 31, 2025, and June 30, 2025, outstanding surety bonds were $23.6 million, $25.0 million, and $26.1 million, respectively. The underlying liabilities to which these instruments relate are reflected on the Company’s condensed consolidated balance sheets, where applicable. Therefore, no additional liability is reflected for the letters of credit and surety bonds themselves.

Commitments and Contingencies

6 Months Ended

Jun. 30, 2026

11. Commitments and Contingencies

Litigation

Siverd Complaint and Shareholder Derivative Litigation

On March 10, 2026, a purported stockholder of the Company filed a putative class action lawsuit captioned Siverd v. Camping World Holdings, Inc., et al., in the United States District Court for the Northern District of Illinois against Camping World Holdings, Inc. and certain current and former officers (“Individual Defendants” and together, “Defendants”). On May 21, 2026, the court appointed a lead plaintiff, and on July 24, 2026, the lead plaintiff filed an amended complaint. The amended complaint alleges that Defendants violated Section 11 of the Securities Act of 1933 (the “’33 Act”) and Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934, as amended (the “’34 Act”), by making materially false or misleading statements related to the Company’s business, operations, and prospects. The lawsuit also alleges Individual Defendants violated Section 15 of the ’33 Act and Section 20(a) of the ’34 Act by allegedly acting as controlling persons of the Company in connection with the alleged materially false or misleading statements. The lead plaintiff seeks to represent a putative class of investors who purchased or acquired the Company’s stock between October 29, 2024 and February 24, 2026 and a sub-class of investors who purchased or acquired the Company’s stock pursuant or traceable to the registration statement and prospectus issued in connection with the Company’s October 31, 2024 secondary public offering, and seeks compensatory damages, attorneys’ fees and costs, and other relief as the court may deem just and proper. The case is in its early stages. Defendants’ responses to the amended complaint are due on September 24, 2026.

On May 19 and 20, 2026, the Company was named as the nominal defendant in derivative lawsuits captioned Schulz v. Lemonis, et al., Amaral v. Lemonis, et al., and Kogut v. Lemonis, et al., each filed in the United States District Court for the Northern District of Illinois (the “Shareholder Derivative Litigation”) and premised on similar facts as alleged in the Siverd complaint. The Shareholder Derivative Litigation names certain current and former directors and officers as defendants and asserts claims for breach of fiduciary duty, violations of federal securities laws, unjust enrichment, waste of corporate assets, and other causes of action. The Shareholder Derivative Litigation alleges that for the period from at least as early as April 2025 through at least February 24, 2026 (and, in one case, through the present), the Company’s officers and directors made and/or caused the Company to make materially false or misleading statements related to the Company’s business, operations, and prospects, and failed to adequately oversee the Company’s operations. The Shareholder Derivative Litigation seeks recovery on behalf of the Company for its alleged losses, including costs of defending the Siverd securities litigation, reputational harm, and other damages. On June 30, 2026,

the court consolidated the cases (captioned In Re Camping World Holdings, Inc. Shareholder Derivative Litigation) and appointed co-lead counsel. The case is in its early stages.

The Company intends to vigorously defend these actions and any potential liability that may arise from the alleged claims is not currently probable or reasonably estimable. This litigation could result in financial judgments or the payment of settlement amounts and disputes with insurance carriers concerning coverage.

Weissmann Complaint

On June 22, 2021, FreedomRoads Holding Company, LLC (“FR Holdco”), an indirect wholly-owned subsidiary of CWGS, LLC, filed a one-count complaint captioned FreedomRoads Holding Company, LLC v. Steve Weissmann in the Circuit Court of Cook County, Illinois against Steve Weissmann (“Weissmann”) for breach of contractual obligation under note guarantee (the “Note”) (the “Weissmann Complaint”). On October 8, 2021, Weissmann brought a counterclaim against FR Holdco and third-party defendants Marcus A. Lemonis, NBCUniversal Media, LLC, the Consumer National Broadcasting Company (“CNBC”), Camping World, Inc. (“CW”), and Machete Productions (“Machete”) (the “Weissmann Counterclaim”), in which he alleges claims in connection with the Note and his appearance on the reality television show The Profit. Weissmann alleges the following causes of action against FR Holdco and all third-party defendants, including CW: (i) fraud; (ii) fraud in the inducement; (iii) fraudulent concealment; (iv) breach of fiduciary duty; (v) defamation; (vi) defamation per se; (vii) false light; (viii) intentional infliction of emotional distress; (ix) negligence; (x) unjust enrichment; and (xi) RICO § 1962. Weissmann seeks costs and damages in an amount to be proven at trial but no less than the amount in the Note (approximately $2.5 million); in connection with his RICO claim, Weissmann asserts he is entitled to damages in the amount of three times the Note. On February 18, 2022, NBCUniversal, CNBC, and Machete filed a motion to compel arbitration (the “NBC Arbitration Motion”). On May 5, 2022, an agreed order was filed staying the litigation in favor of arbitration. On May 31, 2022, FR Holdco filed an arbitration demand against Weissmann for collection on the Note. Weissmann filed his response and counterclaims, and third-party claims against FR Holdco, CW, Marcus A. Lemonis, NBCUniversal, and Machete on July 7, 2022. On or about July 21, 2022, FR Holdco and the other respondents filed their responses and affirmative defenses. On March 11, 2024, FR Holdco’s arbitration demand and the Weissmann arbitration demand were tried before a single arbitrator pursuant to the JAMS streamlined arbitration rules in a confidential arbitration hearing. On May 23, 2024, the arbitrator issued an interim award in favor of FR Holdco in the amount of $4,318,892, plus interest, costs, and attorneys’ fees as set forth in the Tumbleweed bankruptcy plan and to be determined by the arbitrator in subsequent proceedings. On July 31, 2024, the arbitrator heard the parties’ arguments on the amount of attorneys’ fees and costs owed to FR Holdco, after Weissmann conceded in a written briefing the obligation to pay attorneys’ fees and costs to FR Holdco as the prevailing party. On September 12, 2024, the arbitrator issued a final award in favor of FR Holdco in the amount of $4,990,006, in the manner described in the Tumbleweed bankruptcy plan. Weissmann is jointly and severally liable for $4,106,884 of that amount. On September 24, 2024, Weissmann and Tumbleweed filed a Petition to Vacate Arbitration Award in the Superior Court for the State of California, County of Los Angeles. On September 27, 2024, FR Holdco, CW, Marcus A. Lemonis, NBCUniversal, and Machete filed a Petition to Confirm Arbitration Award in the Superior Court for the State of California, County of Los Angeles. On January 16, 2025, the Superior Court for the State of California, County of Los Angeles granted the Petition to Confirm Arbitration Award and denied the Petition to Vacate Arbitration Award, concluding the litigation. On July 8, 2025, the Superior Court for the State of California, County of Los Angeles entered the Judgment in favor of FR Holdco, CW, Marcus A. Lemonis, NBCUniversal, and Machete. On August 21, 2025, Weissmann and Tumbleweed filed a notice of appeal. On November 25, 2025, Weissmann and Tumbleweed filed their opening brief in the Second Appellate District of the Court of Appeal of the State of California. FR Holdco, CW, Marcus Lemonis, NBCUniversal, and Machete filed their response brief on February 20, 2026. On April 8, 2026, Weissmann and Tumbleweed filed their reply brief. On July 21, 2026, the Court of Appeal issued a tentative ruling in favor of FR Holdco, CW, Marcus Lemonis NBC Universal, and Machete. On July 29, 2026, oral arguments were presented. There can be no assurances that we will be able to collect amounts owed pursuant to the Arbitration Award.

Tumbleweed Complaint

On November 10, 2021, Tumbleweed Tiny House Company, Inc. (“Tumbleweed”) filed a complaint against FR Holdco, CW, Marcus A. Lemonis, NBCUniversal Media, LLC, and Machete Productions in which Tumbleweed alleges claims in connection with the Note and its appearance on the reality television show The

Profit (the “Tumbleweed Complaint”), seeking primarily monetary damages. Tumbleweed alleges the following claims against the defendants, including FR Holdco and CW: (i) fraud; (ii) false promise; (iii) breach of fiduciary duty (and aiding and abetting the same); (iv) breach of contract; (v) breach of oral contract; (vi) tortious interference with prospective economic advantage; (vii) fraud in the inducement; (viii) negligent misrepresentation; (ix) fraudulent concealment; (x) conspiracy; (xi) unlawful business practices; (xii) defamation; and (xiii) declaratory judgment. On April 21, 2022, the Court granted a motion to compel arbitration filed by NBCUniversal and joined by all defendants, including FR Holdco, CW, and Marcus A. Lemonis, compelling Tumbleweed’s claims to arbitration. Tumbleweed served its arbitration demand on FR Holdco, CW, and Marcus A. Lemonis on May 17, 2022. FR Holdco, CW, and Marcus A. Lemonis filed responses and affirmative defenses on May 31, 2022. On July 20, 2022, pursuant to the JAMS streamlined arbitration rules, the Tumbleweed Complaint was consolidated together with the Weissmann Complaint. The parties have exchanged discovery. On March 11, 2024, FR Holdco’s arbitration demand and the Weissmann arbitration demand were tried before a single arbitrator pursuant to the JAMS streamlined arbitration rules in a confidential arbitration hearing. On May 23, 2024, the arbitrator issued an interim award in favor of all respondents, including FR Holdco, CW, and Lemonis. On July 31, 2024, the arbitrator heard the parties’ arguments on the amount of attorneys’ fees and costs owed to FR Holdco, CW, Lemonis, and the other defendants, after Tumbleweed conceded the obligation to pay attorneys’ fees and costs to the prevailing parties. On September 12, 2024, the arbitrator issued a final award in favor of FR Holdco, CW, Lemonis in the amount of $3,793,455 in attorneys’ fees and $626,611 in costs. The arbitrator also awarded $4,990,006 in favor of FR Holdco. On September 24, 2024, Weissmann and Tumbleweed filed a Petition to Vacate Arbitration Award in the Superior Court for the State of California, County of Los Angeles. On September 27, 2024, FR Holdco, CW, Marcus A. Lemonis, NBCUniversal, and Machete filed a Petition to Confirm Arbitration Award in the Superior Court for the State of California, County of Los Angeles. On January 16, 2025, the Superior Court for the State of California, County of Los Angeles granted the Petition to Confirm Arbitration Award and denied the Petition to Vacate Arbitration Award, concluding the litigation. On July 8, 2025, the Superior Court for the State of California, County of Los Angeles entered the Judgment in favor of FR Holdco, CW, Marcus A. Lemonis, NBCUniversal, and Machete. On August 21, 2025, Weissmann and Tumbleweed filed a notice of appeal. On November 25, 2025, Weissmann and Tumbleweed filed their opening brief in the Second Appellate District of the Court of Appeal of the State of California. FR Holdco, CW, Marcus Lemonis, NBCUniversal, and Machete filed their response brief on February 20, 2026. On April 8, 2026, Weissmann and Tumbleweed filed their reply brief. On July 21, 2026, the Court of Appeal issued a tentative ruling in favor of FR Holdco, CW, Marcus Lemonis NBC Universal, and Machete. On July 29, 2026, oral arguments were presented. There can be no assurances that we will be able to collect amounts owed pursuant to the Arbitration Award.

General

From time to time, the Company is involved in litigation arising in the normal course of business operations including, but not limited to, labor (including federal and state minimum wage and overtime requirements), advertising, real estate, promotions, quality of services, intellectual property, tax, import and export, anti-corruption, anti-competition, environmental, health and safety matters. While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to the Company, management does not believe that the disposition of any such pending matters is likely to have a material adverse effect on the Company’s financial statements. No assurance can be made that these or similar suits will not result in a material financial exposure in excess of insurance coverage, which could have a material adverse effect upon the Company’s financial condition and results of operations.

Employment Agreements

The Company has employment agreements with certain officers. The agreements include, among other things, an annual bonus based on certain performance-based criteria and certain severance benefits in the event of a qualifying termination.

Marcus A. Lemonis

Marcus A. Lemonis, our former Chief Executive Officer, Chairman of the Board and member of the Board, is employed with the Company in the non-executive role of Co-Founder and Special Advisor through

December 31, 2026 under the second amended and restated employment agreement with Mr. Lemonis (the “Lemonis Second Employment Agreement”), which the Board approved on December 2, 2025. Pursuant to the Lemonis Second Employment Agreement, Mr. Lemonis’ 2026 compensation included a $1.5 million annual salary (“2026 Salary”), a $2.3 million bonus (“2026 Bonus”) and an additional $3.8 million lump-sum payment (the “Lump-Sum Payment”), originally payable at the end of the term of the Lemonis Second Employment Agreement in December 2026 (collectively, the “Lemonis 2026 Compensation”). Each of the 2026 Bonus and Lump-Sum Payment could be settled in cash or shares of Class A common stock based on the closing stock price on the settlement date. The Company deemed the 2026 service conditions relating to the Lemonis Second Employment Agreement to be nonsubstantive for accounting purposes, so the aggregate $7.5 million of the Lemonis 2026 Compensation was accrued as of December 31, 2025. On May 18, 2026, the Lemonis Second Employment Agreement was amended to settle i) the 2026 Bonus with the issuance of 319,602 shares of Class A common stock, less 125,763 shares withheld to cover Mr. Lemonis’ associated tax withholding obligations, and ii) the Lump-Sum Payment in cash, which were both paid in May 2026. See Note 17 — Stock-Based Compensation Plans for details on Mr. Lemonis’ stock-based compensation, including liability-classified share-based awards.

Thomas E. Kirn and Lindsey J. Christen

On April 7, 2026, the Compensation Committee (the “Compensation Committee”) of the Board approved a second amended and restated employment agreement with Thomas E. Kirn, the Company’s Chief Financial Officer (the “Kirn Employment Agreement”) and a second amended and restated employment agreement with Lindsey J. Christen, the Company’s Chief Administrative and Legal Officer (the “Christen Employment Agreement”), which superseded and replaced their prior employment agreements effective as of January 1, 2026. Under the Kirn Employment Agreement and Christen Employment Agreement the term will end on March 31, 2029 and December 31, 2028, respectively, the annual base salary was increased to $650,000 and $700,000, respectively, the executive is eligible for an annual target incentive bonus of 100% of their base salary, and the executive is eligible for annual grants of PSUs with a target payout of 40,000 and 50,000 PSUs, respectively, that will vest based on annual performance goals.

Financial Assurances

In the normal course of business, the Company obtains standby letters of credit and surety bonds from financial institutions and other third parties. These instruments guarantee the Company’s future performance and provide third parties with financial and performance assurance in the event that the Company does not perform. These instruments support a wide variety of the Company’s business activities. As of June 30, 2026, December 31, 2025, and June 30, 2025, outstanding standby letters of credit issued through our Floor Plan Facility were $15.4 million, $15.4 million, and $14.3 million, respectively (see Note 4 — Inventories and Floor Plan Payables). The outstanding standby letters of credit issued through the Senior Secured Credit Facilities as of June 30, 2026, December 31, 2025, and June 30, 2025 were $4.9 million (see Note 8 — Long-Term Debt). As of June 30, 2026, December 31, 2025, and June 30, 2025, outstanding surety bonds were $23.6 million, $25.0 million, and $26.1 million, respectively. The underlying liabilities to which these instruments relate are reflected on the Company’s condensed consolidated balance sheets, where applicable. Therefore, no additional liability is reflected for the letters of credit and surety bonds themselves.