Camping World Holdings, Inc. Fair Value Disclosure
13. Fair Value Measurements
Accounting guidance for fair value measurements establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
Recurring Fair Value Measurements
The following table presents the reported carrying values and the fair values by level of the Company’s assets and liabilities measured at fair value on a recurring basis:
December 31, 2025 | December 31, 2024 | |||||||||||
($ in thousands) | | Carrying Value | | Level 3 | | Carrying Value | | Level 3 | ||||
Assets: | ||||||||||||
Derived participation investment (1) | $ | 3,321 | $ | 3,321 | $ | 156 | $ | 156 | ||||
Liabilities: | ||||||||||||
Acquisition-related contingent consideration (2) | — | — | 368 | 368 | ||||||||
| (1) | Derived participation investment was included in other assets in the accompanying consolidated balance sheets as of December 31, 2025 and 2024. |
| (2) | The $0.2 million current and $0.2 million non-current portions of acquisition-related contingent consideration were included in accrued liabilities and other long-term liabilities, respectively, in the accompanying balance sheets as of December 31, 2024. |
The following table presents fair value measurements using significant unobservable inputs (Level 3):
($ in thousands) | | Derived Participation Investment | | Acquisition-Related Contingent Consideration | ||
Beginning balance as of January 1, 2024 | $ | — | $ | — | ||
Business combinations | — | 368 | ||||
Purchases | 5,269 | — | ||||
Settlements | (5,779) | — | ||||
Gains included in earnings | 666 | — | ||||
Ending balance as of December 31, 2024 | 156 | 368 | ||||
Purchases | 9,467 | — | ||||
Settlements | (1,766) | (100) | ||||
In transit exchanges for new securities (1) | (5,708) | — | ||||
Gains included in earnings (2) | 1,172 | (268) | ||||
Ending balance as of December 31, 2025 | $ | 3,321 | $ | — | ||
| (1) | Securitization proceeds held by issuer to be exchanged for new investment. |
| (2) | Gains related to the derived participation investment represent an increase in the asset. Gains related to the acquisition-related contingent consideration represent a decrease in the liability. |
Derived Participation Investment
The Company has entered into an arrangement with a consumer financing partner to invest in a participation interest in the cash flows of certain financing transactions under the white label financing program with such consumer financing partner (the “Derived Participation Investment”). The fair value of this investment was estimated by discounting the projected cash flows subject to the participation interest. The assumptions in the analysis included loan losses, prepayments, and recoveries derived based on historical observation of such data pertaining to the RV industry, as well as other relevant industries with loan structure similar to that of the RV industry. This is categorized as a Level 3 measurement and there was no significant change in unrealized gains or losses during the year ended December 31, 2025.
Additionally, during the year ended December 31, 2025, the Company paid $7.5 million for an investment in a preferred interest of this consumer financing partner, which operates a captive-as-a-service business specializing in financing for RVs and powersports. Since this investment does not have a readily determinable fair value, it will be recorded at its cost less impairments, if any.
Contingent Consideration
The Company’s contingent consideration liability was established as part of the consideration for the acquisition of a tire rescue roadside assistance business in June 2024. The fair value of this liability was estimated as the present value of the probability weighted milestone payments at each of the first two anniversaries of the date of the acquisition for a maximum aggregate payment of $0.5 million if all milestones are reached. The assumptions in the analysis included the Company’s assessment of the probability that the milestones will be reached and a discount rate based primarily on the Company’s credit risk and its ability to pay. This was categorized as a Level 3 measurement and there were no significant change in unrealized gains or losses during the year ended December 31, 2024. Based on milestones reached, the first milestone payment was determined to be $0.1 million and was paid in October 2025. The milestones relating to the second milestone payment cannot be reached and will not result in any further milestone payments.
Other Fair Value Disclosures
There have been no transfers of assets or liabilities between the fair value measurement levels and there were no material re-measurements to fair value during 2025 and 2024 of assets and liabilities that are not measured at fair value on a recurring basis.
For floor plan notes payable under the Floor Plan Facility, the amounts reported in the accompanying consolidated balance sheets approximate the fair value due to their short-term nature or the existence of variable interest rates that approximate prevailing market rates.
The following table presents the reported carrying value and fair value information for the Company’s debt instruments. The fair values shown below for the Term Loan Facility, as applicable, are based on quoted prices in the inactive market for identical assets (Level 2) and the fair values shown below for the Floor Plan Facility, the Real Estate Facilities and the Other Long-Term Debt are estimated by discounting the future contractual cash flows at the current market interest rate that is available based on similar financial instruments.
Fair Value | December 31, 2025 | December 31, 2024 | ||||||||||||
($ in thousands) | | Measurement | | Carrying Value | | Fair Value | | Carrying Value | | Fair Value | ||||
Term Loan Facility | Level 2 | $ | 1,308,832 | $ | 1,285,475 | $ | 1,335,535 | $ | 1,320,286 | |||||
Real Estate Facilities | Level 2 | 155,137 | 158,203 | 173,132 | 176,684 | |||||||||
Other Long-Term Debt | Level 2 | 7,588 | 6,622 | 7,926 | 6,652 | |||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2023 | Feb 26, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2020 | Feb 26, 2021 | |
| 2019 | Feb 28, 2020 | |
| 2018 | Mar 15, 2019 | |
| 2017 | Mar 13, 2018 | |
| 2016 | Mar 13, 2017 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.