Camping World Holdings, Inc. Stock Compensation Disclosure

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21. Stock-Based Compensation Plans

The following table summarizes the stock-based compensation that has been included in the following line items within the consolidated statements of operations during:

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2016 Incentive Award Plan

The Company’s 2016 Plan was amended and restated effective May 15, 2025. Under the 2016 Plan, the Company may grant up to 14,693,518 stock options, RSUs, and other types of stock-based awards to employees, consultants or non-employee directors of the Company, although no incentive stock options may be granted after March 24, 2035. The Company does not intend to use cash to settle any of its stock-based awards. Upon the exercise of a stock option award, the vesting of a RSU or the award of common stock or restricted stock, shares of Class A common stock are issued from authorized but unissued shares or from shares held in treasury. Stock options and RSUs granted to employees generally vest in equal annual installments over a three to five-year period and are canceled upon termination of employment, although vested stock options may generally be exercised for a limited period of time after termination. Stock options are granted with an exercise price equal to the fair market value of the Company’s Class A common stock on the date of grant. Stock option grants expire after ten years unless canceled earlier due to termination of employment. RSUs granted to non-employee directors vest in equal annual installments over a one-year or three-year period subject to voluntary deferral elections made prior to the grant.

Stock Options

The Company did not grant any stock options during the years ended December 31, 2025, 2024 and 2023. A summary of stock option activity for the year ended December 31, 2025 is as follows:

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As of December 31, 2025, 2024 and 2023, all stock options were fully vested. The intrinsic value of stock options exercised was insignificant for the years ended December 31, 2025 and 2024. The intrinsic value of stock options exercised was $0.1 million for the year ended December 31, 2023. The actual tax benefit for the tax deductions from the exercise of stock options was not significant for the years ended December 31, 2025, 2024 and 2023.

RSUs

A summary of RSU activity for the year ended December 31, 2025 is as follows:

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The weighted-average grant date fair value of RSUs granted during the years ended December 31, 2025, 2024 and 2023 was $17.85, $21.51, and $19.72, respectively. As of December 31, 2025, the intrinsic value of unvested RSUs was $18.6 million. As of December 31, 2025, total unrecognized compensation cost related to unvested RSUs was $30.6 million and is expected to be recognized over a weighted-average period of 2.9 years.

The fair value of RSUs that vested during the years ended December 31, 2025, 2024 and 2023 was $16.8 million, $16.2 million, and $20.7 million, respectively. The actual tax benefit for the tax deductions from the vesting of RSUs was $2.9 million, $2.2 million, and $2.8 million for the years ended December 31, 2025, 2024, and 2023, respectively. For the year ended December 31, 2025, a portion of the actual tax benefit for tax deductions from the vesting of RSUs was subject to limitations on deductibility of executive compensation and almost all of the tax benefits relating to vesting of RSUs could not be recognized as a result of the full valuation allowance against the net deferred tax assets of the public holding company, CWH (see Note 12 — Income Taxes for additional information).

The RSUs that vested were typically net share settled such that the Company withheld shares with value equivalent to the employees’ statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld were based on the value of the RSUs on their respective vesting dates as determined by the Company’s closing stock price. Total payments for the employees’ tax obligations to taxing authorities are reflected as a financing activity within the Consolidated Statements of Cash Flows. These net share settlements had the effect of share repurchases by the Company as they reduced the number of shares that would have otherwise been issued as a result of the vesting and did not represent an expense to the Company.

In January 2025, pursuant to the Lemonis First Employment Agreement, the Company granted Mr. Lemonis an award of 600,000 RSUs with a grant date fair value of $22.13 per RSU to be recognized, net of forfeitures, over a vesting period through November 15, 2027. In December 2025, in connection with the Lemonis Second Employment Agreement, the remaining unvested 400,000 RSUs from the January 2025 RSU grant were accelerated to vest on December 15, 2025 resulting in stock-based compensation expense of $6.7 million during the year ended December 31, 2025.

In December 2025, in conjunction with the amended and restated employment agreement with Matthew D. Wagner, the Company granted Mr. Wagner 465,000 RSUs with a vesting period through November 15, 2028 and an effective date of January 1, 2026 to coincide with his appointment as the Company’s Chief Executive Officer and member of the Board. Also, in December 2025, Brent Moody was appointed as Chairman of the Board effective January 1, 2026 and the Company granted Mr. Moody RSUs with an aggregate grant date fair value of $550,000 with a vesting period of one year and an effective date of January 1, 2026. Although the effective date of Mr. Wagner’s and Mr. Moody’s RSU grants were January 1, 2026, these RSU grants met the criteria for a grant date for accounting purposes during December 2025. The 465,000 and 59,518 RSUs granted to Mr. Wagner and Mr. Moody, respectively, were recorded as if they were granted during the year ended December 31, 2025.

Performance Stock Units

A summary of performance stock unit activity for the year ended December 31, 2025 is as follows:

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In January 2025, pursuant to the Lemonis First Employment Agreement, the Company granted Mr. Lemonis an award of performance stock units (“PSU”) under the 2016 Plan with respect to 750,000 PSUs if earned at “target” levels of performance, which will be eligible to vest based on the achievement of specified stock price hurdles over what was originally a three year performance period ending on December 31, 2027. However, if the Lemonis Second Employment Agreement is not extended, the end of the post-termination measurement period will be February 16, 2027 and any tranche that has not met its stock price target will be forfeited.

The PSUs are comprised of four tranches of 187,500 PSUs with hurdles ranging from $32.50 per share to $47.50 per share in $5.00 per share increments. The achievement of the stock price hurdles is based on the average 30 consecutive trading day closing stock price of the Company’s Class A common stock. The grant date fair value was estimated using a Monte Carlo simulation to simulate stock price trajectories over the performance period. Key inputs to the model as of the date of grant included the duration of the performance period, the risk-free interest rate, and the closing stock price, volatility and dividend yield of the Company’s Class A common stock. The PSUs had a weighted-average grant date fair value of $13.84 per PSU, which will be recognized over a weighted-average derived service period of approximately one year, net of any forfeitures for termination of employment prior to the completion of the derived service period for any tranches with unsatisfied vesting conditions. As of December 31, 2025, total unrecognized compensation cost related to unvested PSUs was $1.6 million and is expected to be recognized over a remaining derived service period of 0.5 years.

Liability-Classified Share-Based Awards

In connection with the Lemonis Second Employment Agreement, Mr. Lemonis’ compensation included a $2.3 million bonus relating to 2025 (“2025 Bonus”), a $2.3 million bonus relating to 2026 (“2026 Bonus”), and an additional $3.8 million lump-sum payment at the end of the term of the Lemonis Second Employment Agreement in December 2026 (“Final Payment”), each of which can be settled in cash or shares based on the closing stock price on the settlement date. Since the 2025 Bonus, 2026 Bonus, and the Final Payment may be settled in cash or shares, are expected to be settled in shares, and a settlement in shares would result in a variable number of shares based on a fixed monetary amount, these payments will each be recorded as liability-classified share-based awards (“Liability-Classified Awards”).

The Company deemed the 2026 service conditions relating to the Lemonis Second Employment Agreement to be nonsubstantive for accounting purposes, so all of the stock-based compensation expense relating to the Liability-Classified Awards was recognized by December 31, 2025, which was the date that Mr. Lemonis retired from the position of Chairman and Chief Executive Officer.

The 2025 Bonus was settled in December 2025 through the issuance of 217,391 shares of Class A common stock with a fair value on the settlement date of $2.3 million, which was recorded as stock-based compensation. Of this share issuance amount, 85,543 shares of Class A common stock were withheld to cover Mr. Lemonis’ associated tax withholding obligations.

Although both the 2026 Bonus and Final Payment are expected to settle in December 2026, if they had settled on December 31, 2025 in shares, the Company would have issued 231,243 and 385,405 shares of Class A common stock, respectively.