UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended ~~January~~April 3130, 2025.

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ____ to ____.

COMMISSION FILE NUMBER 001-09235

THOR INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

93-0768752

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

52700 Independence Court, Elkhart, IN

46514-8155

(Address of principal executive offices)

(Zip Code)

(574) 970-7460

(Registrant's telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange

Title of each class

Trading Symbol(s)

on which registered

Common stock (Par value $0.10 Per Share)

THO

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑ Accelerated filer ☐

Non-accelerated filer ☐ Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

As of ~~February~~May 2831, 2025, 53,203,568 shares of the registrant’s common stock, par value $0.10 per share, were outstanding.

PART I – FINANCIAL INFORMATION (Unless otherwise indicated, amounts in thousands except share and per share data.)

ITEM 1. FINANCIAL STATEMENTS

THOR INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	January 31, 2025		July 31, 2024
	April 30, 2025		July 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	~~373~~508,~~819~~321	$	501,316
Accounts receivable, trade, net	~~535~~717,~~137~~812		502,301
Accounts receivable, other, net	~~118~~138,~~161~~113		198,594
Inventories, net	1,~~379~~353,~~419~~578		1,366,638
Prepaid income taxes, expenses and other	117,~~933~~983		81,178
Total current assets	2,~~524~~835,~~469~~807		2,650,027
Property, plant and equipment, net	1,~~319~~380,~~821~~042		1,390,718
Other assets:
Goodwill	1,~~748~~834,~~861~~722		1,786,973
Amortizable intangible assets, net	~~789~~787,~~582~~082		861,133
Deferred income tax assets, net	2027,~~591~~653		28,414
Equity investments	136,~~220~~211		137,272
Other	~~174~~168,~~587~~773		166,286
Total other assets	2,~~869~~954,~~841~~441		2,980,078
TOTAL ASSETS	$	67,~~714~~170,~~131~~290	$	7,020,823
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	~~698~~794,~~747~~963	$	628,134
Current portion of long-term debt	275,~~742~~444		32,650
Short-term financial obligations	6266,~~487~~687		72,051
Accrued liabilities:
Compensation and related items	~~136~~192,~~404~~936		185,249
Product warranties	~~286~~295,~~689~~594		311,627
Income and other taxes	4642,~~071~~245		74,987
Promotions and rebates	~~136~~175,~~470~~635		169,928
Product, property and related liabilities	2021,~~944~~578		32,278
Other	5860,~~838~~028		60,118
Total current liabilities	1,~~474~~655,~~392~~110		1,567,022
Long-term debt, net	1,~~003~~010,~~395~~653		1,101,265
Deferred income tax liabilities, net	6670,~~881~~199		74,401
Unrecognized tax benefits	1213,~~263~~632		12,405
Other liabilities	~~203~~196,~~705~~565		191,677
Total long-term liabilities	1,~~286~~291,~~244~~049		1,379,748
Contingent liabilities and commitments
Stockholders’ equity:
Preferred stock – authorized 1,000,000 shares; none outstanding	—		—
Common stock – par value of $.10 per share; authorized 250,000,000 shares; issued 67,282,807 and 66,859,738 shares, respectively	6,728		6,686
Additional paid-in capital	~~597~~604,~~094~~907		577,015
Retained earnings	4,~~199~~307,~~198~~781		4,254,734
Accumulated other comprehensive loss, net of tax	(~~157~~2,~~920~~365)		(93,706)
Less: Treasury shares of 14,079,239 and 13,928,314, respectively, at cost	(693,324)		(677,299)
Stockholders’ equity attributable to THOR Industries, Inc.	34,~~951~~223,~~776~~727		4,067,430
Non-controlling interests	~~1,719~~404		6,623
Total stockholders’ equity	34,~~953~~224,~~495~~131		4,074,053
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	67,~~714~~170,~~131~~290	$	7,020,823

See Notes to the Condensed Consolidated Financial Statements.

THOR INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED)

	Three Months Ended January 31,				Six Months Ended January 31,
	Three Months Ended April 30,				Nine Months Ended April 30,
	2025		2024		2025		2024
Net sales	$	2,~~018~~894,~~107~~816	$	2,~~207~~801,~~369~~113	$	47,~~160~~055,~~891~~707	$	47,~~708~~509,~~128~~241
Cost of products sold	12,~~772~~451,~~910~~697		12,~~936~~379,~~522~~261		36,~~634~~085,~~252~~949		46,~~079~~458,~~349~~610
Gross profit	~~245~~443,~~197~~119		~~270~~421,~~847~~852		~~526~~969,~~639~~758		~~628~~1,~~779~~050,631
Selling, general and administrative expenses	~~206~~238,~~222~~273		~~220~~226,~~125~~515		~~446~~684,~~419~~692		~~438~~664,~~021~~536
Amortization of intangible assets	29,~~244~~604		32,~~464~~316		5988,~~066~~670		6497,~~808~~124
Interest expense, net	11,~~950~~205		2821,~~229~~830		2738,~~178~~383		4870,~~426~~256
Other income, net	619		16,865		3,268		1,952
Other income (expense), net	(8,457)		1,159		(5,189)		3,111
Income (loss) before income taxes	(1,600)		6,894		(2,756)		79,476
Income before income taxes	155,580		142,350		152,824		221,826
Income tax provision	121,~~489~~652		128,~~568~~773		122,~~206~~858		1947,~~117~~890
Net income (loss)	(3,089)		5,326		(3,962)		60,359
Net income	133,928		113,577		129,966		173,936
Less: Net (loss) attributable to non-controlling interests	(21,~~538~~257)		(~~1,891~~934)		(12,~~579~~836)		(~~423~~1,357)
Net income (loss) attributable to THOR Industries, Inc.	$	(551)	$	7,217	$	(2,383)	$	60,782
Net income attributable to THOR Industries, Inc.	$	135,185	$	114,511	$	132,802	$	175,293
Weighted-average common shares outstanding:
Basic	53,~~208~~203,~~626~~568		53,~~322~~310,~~504~~318		53,~~091~~128,~~615~~112		53,309,~~169~~546
Diluted	53,~~208~~433,~~626~~493		53,~~650~~722,~~583~~154		53,~~091~~439,~~615~~096		53,~~752~~742,~~150~~146
Earnings (loss) per common share:
Earnings per common share:
Basic	$	(02.~~01)~~54	$	02.1415	$	(02.~~04)~~50	$	13.1429
Diluted	$	(02.~~01)~~53	$	02.13	$	(02.~~04)~~49	$	13.1326
Comprehensive income (loss):
Comprehensive income:
Net income (loss)	$	(3,089)	$	5,326	$	(3,962)	$	60,359
Net income	$	133,928	$	113,577	$	129,966	$	173,936
Other comprehensive income (loss), net of tax
Foreign currency translation gain (loss), net of tax	~~(79~~155,~~482)~~497		35(17,~~627~~773)		~~(67~~87,~~539)~~958		(2542,~~019~~792)
Other (loss), net of tax	—		~~(111)~~—		—		(111)
Total other comprehensive income (loss), net of tax	~~(79~~155,~~482)~~497		35(17,~~516~~773)		~~(67~~87,~~539)~~958		(2542,~~130~~903)
Total Comprehensive income (loss)	(82,571)		40,842		(71,501)		35,229
Total Comprehensive income	289,425		95,804		217,924		131,033
Less: Comprehensive (loss) attributable to non-controlling interests	(51,~~905~~315)		(1,~~952~~060)		(46,~~904~~219)		(12,~~206~~266)
Comprehensive income (loss) attributable to THOR Industries, Inc.	$	(76,666)	$	42,794	$	(66,597)	$	36,435
Comprehensive income attributable to THOR Industries, Inc.	$	290,740	$	96,864	$	224,143	$	133,299

See Notes to the Condensed Consolidated Financial Statements.

THOR INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Six Months Ended January 31,
	Nine Months Ended April 30,
	2025		2024
Cash flows from operating activities:
Net income (loss)	$	(3,962)	$	60,359
Net income	$	129,966	$	173,936
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	74111,~~589~~158		70106,~~589~~424
Amortization of intangible assets	5988,~~066~~670		6497,~~808~~124
Amortization of debt issuance costs	34,~~527~~847		1114,~~864~~900
Deferred income tax expense (benefit)	3,144		(11,858)
Deferred income tax benefit	(5,830)		(18,722)
Gain on disposition of property, plant and equipment	(21,~~409~~797)		(79,~~807~~927)
Stock-based compensation expense	1826,~~610~~798		1929,~~698~~049
Changes in assets and liabilities:
Accounts receivable	40(144,~~578~~989)		15(191,~~188~~483)
Inventories	~~(49~~21,~~554)~~950		~~(149~~26,~~742)~~103
Prepaid income taxes, expenses and other	(2919,~~341~~827)		(2429,~~312~~237)
Accounts payable	87146,~~743~~050		3379,~~813~~752
Accrued liabilities and other	(~~156~~43,~~635~~989)		(~~133~~81,~~798~~339)
Long-term liabilities and other	166,~~226~~242		610,~~998~~952
Net cash provided by (used in) operating activities	61,582		(44,200)
Net cash provided by operating activities	319,249		207,532
Cash flows from investing activities:
Purchases of property, plant and equipment	(5185,~~538~~050)		(78106,~~901~~069)
Proceeds from dispositions of property, plant and equipment	2122,~~209~~093		1224,~~872~~682
Business acquisitions, net of cash acquired	—		(3,814)
Other	(4,~~134~~385)		(1117,~~100~~688)
Net cash used in investing activities	(3467,~~463~~342)		(80102,~~943~~889)
Cash flows from financing activities:
Borrowings on term-loan credit facilities	—		186,723
Payments on term-loan credit facilities	(85110,000)		(~~127~~227,626)
Borrowings on revolving asset-based credit facilities	—		113,502
Payments on revolving asset-based credit facilities	—		(51111,~~925~~555)
Payments on other debt	(529,~~514~~167)		(57,~~574~~361)
Payments of debt issuance costs	—		(10,480)
Cash dividends paid	(5379,~~153~~755)		(5176,~~135~~730)
Payments on finance lease obligations	(~~414~~629)		(~~365~~557)
Purchases of treasury shares	(1,725)		(3043,~~037~~034)
Payments related to vesting of stock-based awards	(14,300)		(16,245)
Short-term financial obligations and other, net	(68,~~899~~514)		1920,~~916~~036
Net cash provided by (used in) financing activities	(167,005)		26,754
Net cash used in financing activities	(244,090)		(173,327)
Effect of exchange rate changes on cash and cash equivalents	~~12,389~~(812)		(~~2,651~~729)
Net decrease in cash and cash equivalents	(127,497)		(101,040)
Net increase (decrease) in cash and cash equivalents	7,005		(69,413)
Cash and cash equivalents, beginning of period	501,316		441,232
Cash and cash equivalents, end of period	$	~~373~~508,~~819~~321	$	~~340~~371,~~192~~819
Supplemental cash flow information:
Income taxes paid	$	5384,~~726~~768	$	90111,~~528~~269
Interest paid	$	3150,~~715~~679	$	4170,~~414~~198
Non-cash investing and financing transactions:
Capital expenditures in accounts payable	$	34,~~246~~898	$	32,~~098~~273

See Notes to the Condensed Consolidated Financial Statements.

THOR INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2025 AND 2024 (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2025 AND 2024 (UNAUDITED)
	Three Months Ended January 31, 2025
	Three Months Ended April 30, 2025
								Accumulated					Stockholders’
				Additional				Other					Equity		Non-		Total
	Common Stock			Paid-In		Retained		Comprehensive		Treasury Stock			Attributable		controlling		Stockholders’
	Shares	Amount		Capital		Earnings		Income (Loss)		Shares	Amount		to THOR		Interests		Equity
Balance at November 1, 2024	67,114,970	$	6,711	$	589,414	$	4,226,351	$	(81,805)	14,012,706	$	(686,339)	$	4,054,332	$	7,624	$	4,061,956
Balance at February 1, 2025	67,282,807	$	6,728	$	597,094	$	4,199,198	$	(157,920)	14,079,239	$	(693,324)	$	3,951,776	$	1,719	$	3,953,495
Net (loss)	—	—		—		(551)		—		—	—		(551)		(2,538)		(3,089)
Net income (loss)	—	—		—		135,185		—		—	—		135,185		(1,257)		133,928
Purchases of treasury shares	—	—		—		—		—		16,200	(1,725)		(1,725)		—		(1,725)
Restricted stock unit activity	—	—		(375)		—		—		—	—		(375)		—		(375)
Restricted stock unit activity	167,837	17		(393)		—		—		50,333	(5,260)		(5,636)		—		(5,636)
Dividends $0.50 per common share	—	—		—		(26,602)		—		—	—		(26,602)		—		(26,602)
Stock-based compensation expense	—	—		8,~~073~~188		—		—		—	—		8,~~073~~188		—		8,~~073~~188
Other comprehensive (loss)	—	—		—		—		(76,115)		—	—		(76,115)		(3,367)		(79,482)
Other comprehensive income (loss)	—	—		—		—		155,555		—	—		155,555		(58)		155,497
Balance at January 31, 2025	67,282,807	$	6,728	$	597,094	$	4,199,198	$	(157,920)	14,079,239	$	(693,324)	$	3,951,776	$	1,719	$	3,953,495
Balance at April 30, 2025	67,282,807	$	6,728	$	604,907	$	4,307,781	$	(2,365)	14,079,239	$	(693,324)	$	4,223,727	$	404	$	4,224,131
	Six Months Ended January 31, 2025
	Nine Months Ended April 30, 2025
								Accumulated					Stockholders’
				Additional				Other					Equity		Non-		Total
	Common Stock			Paid-In		Retained		Comprehensive		Treasury Stock			Attributable		controlling		Stockholders’
	Shares	Amount		Capital		Earnings		Income (Loss)		Shares	Amount		to THOR		Interests		Equity
Balance at August 1, 2024	66,859,738	$	6,686	$	577,015	$	4,254,734	$	(93,706)	13,928,314	$	(677,299)	$	4,067,430	$	6,623	$	4,074,053
Net (loss)	—	—		—		(2,383)		—		—	—		(2,383)		(1,579)		(3,962)
Net income (loss)	—	—		—		132,802		—		—	—		132,802		(2,836)		129,966
Purchases of treasury shares	—	—		—		—		—		16,200	(1,725)		(1,725)		—		(1,725)
Restricted stock unit activity	423,069	42		1,~~469~~094		—		—		134,725	(14,300)		(1213,~~789~~164)		—		(1213,~~789~~164)
Dividends $1.00 per common share	—	—		—		(53,153)		—		—	—		(53,153)		—		(53,153)
Dividends $1.50 per common share	—	—		—		(79,755)		—		—	—		(79,755)		—		(79,755)
Stock-based compensation expense	—	—		1826,~~610~~798		—		—		—	—		1826,~~610~~798		—		1826,~~610~~798
Other comprehensive (loss)	—	—		—		—		(64,214)		—	—		(64,214)		(3,325)		(67,539)
Other comprehensive income (loss)	—	—		—		—		91,341		—	—		91,341		(3,383)		87,958
Balance at January 31, 2025	67,282,807	$	6,728	$	597,094	$	4,199,198	$	(157,920)	14,079,239	$	(693,324)	$	3,951,776	$	1,719	$	3,953,495
Balance at April 30, 2025	67,282,807	$	6,728	$	604,907	$	4,307,781	$	(2,365)	14,079,239	$	(693,324)	$	4,223,727	$	404	$	4,224,131

See Notes to the Condensed Consolidated Financial Statements.

THOR INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2025 AND 2024 (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2025 AND 2024 (UNAUDITED)
	Three Months Ended January 31, 2024
	Three Months Ended April 30, 2024
								Accumulated					Stockholders’
				Additional				Other					Equity		Non-		Total
	Common Stock			Paid-In		Retained		Comprehensive		Treasury Stock			Attributable		controlling		Stockholders’
	Shares	Amount		Capital		Earnings		Income (Loss)		Shares	Amount		to THOR		Interests		Equity
Balance at November 1, 2023	66,686,498	$	6,669	$	551,491	$	4,119,589	$	(128,471)	13,480,026	$	(633,817)	$	3,915,461	$	8,129	$	3,923,590
Balance at February 1, 2024	66,859,738	$	6,686	$	560,365	$	4,101,210	$	(92,894)	13,535,193	$	(638,949)	$	3,936,418	$	6,177	$	3,942,595
Net income (loss)	—	—		—		7114,~~217~~511		—		—	—		7114,~~217~~511		(~~1,891~~934)		5113,~~326~~577
Purchases of treasury shares	—	—		—		—		—		—126,754	—(12,997)		—(12,997)		—		—(12,997)
Restricted stock unit activity	~~173,240~~—	17—		(~~372~~811)		—		—		~~55,167~~—	~~(5,132)~~—		(~~5,487~~811)		—		(~~5,487~~811)
Dividends $0.48 per common share	—	—		—		(25,~~596~~595)		—		—	—		(25,~~596~~595)		—		(25,~~596~~595)
Stock-based compensation expense	—	—		9,~~246~~351		—		—		—	—		9,~~246~~351		—		9,~~246~~351
Other comprehensive income (loss)	—	—		—		—		35(17,~~577~~647)		—	—		35(17,~~577~~647)		(61126)		35(17,~~516~~773)
Balance at January 31, 2024	66,859,738	$	6,686	$	560,365	$	4,101,210	$	(92,894)	13,535,193	$	(638,949)	$	3,936,418	$	6,177	$	3,942,595
Balance at April 30, 2024	66,859,738	$	6,686	$	568,905	$	4,190,126	$	(110,541)	13,661,947	$	(651,946)	$	4,003,230	$	5,117	$	4,008,347
	Six Months Ended January 31, 2024
	Nine Months Ended April 30, 2024
								Accumulated					Stockholders’
				Additional				Other					Equity		Non-		Total
	Common Stock			Paid-In		Retained		Comprehensive		Treasury Stock			Attributable		controlling		Stockholders’
	Shares	Amount		Capital		Earnings		Income (Loss)		Shares	Amount		to THOR		Interests		Equity
Balance at August 1, 2023	66,344,340	$	6,634	$	539,032	$	4,091,563	$	(68,547)	13,030,030	$	(592,667)	$	3,976,015	$	7,383	$	3,983,398
Net income (loss)	—	—		—		60175,~~782~~293		—		—	—		60175,~~782~~293		(~~423~~1,357)		60173,~~359~~936
Purchases of treasury shares	—	—		—		—		—		~~327~~454,~~876~~630	(3043,~~037~~034)		(3043,~~037~~034)		—		(3043,~~037~~034)
Restricted stock unit activity	515,398	52		~~1,635~~824		—		—		177,287	(16,245)		(1415,~~558~~369)		—		(1415,~~558~~369)
Dividends $0.96 per common share	—	—		—		(51,135)		—		—	—		(51,135)		—		(51,135)
Dividends $1.44 per common share	—	—		—		(76,730)		—		—	—		(76,730)		—		(76,730)
Stock-based compensation expense	—	—		1929,~~698~~049		—		—		—	—		1929,~~698~~049		—		1929,~~698~~049
Other comprehensive income (loss)	—	—		—		—		(2441,~~347~~994)		—	—		(2441,~~347~~994)		(~~783~~909)		(2542,~~130~~903)
Balance at January 31, 2024	66,859,738	$	6,686	$	560,365	$	4,101,210	$	(92,894)	13,535,193	$	(638,949)	$	3,936,418	$	6,177	$	3,942,595
Balance at April 30, 2024	66,859,738	$	6,686	$	568,905	$	4,190,126	$	(110,541)	13,661,947	$	(651,946)	$	4,003,230	$	5,117	$	4,008,347

See Notes to the Condensed Consolidated Financial Statements.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(All U.S. Dollar and Euro amounts presented in thousands except share and per share data or except as otherwise specified)

1. Nature of Operations and Accounting Policies

Nature of Operations

THOR Industries, Inc. was founded in 1980 and is the sole owner of operating subsidiaries (collectively, the “Company” or “THOR”), that, combined, represent the world's largest manufacturer of recreational vehicles (“RVs”). The Company manufactures a wide variety of RVs in the United States and Europe and sells those vehicles, as well as related parts and accessories, primarily to independent, non-franchise dealers throughout the United States, Canada and Europe. Unless the context requires or indicates otherwise, all references to “THOR,” the “Company,” “we,” “our” and “us” refer to THOR Industries, Inc. and its subsidiaries.

The July 31, 2024 amounts are derived from the annual audited financial statements of THOR. The interim financial statements are unaudited. In the opinion of management, all adjustments (which consist of normal, recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented have been made. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2024. Due to seasonality within the recreational vehicle industry, inflation and shifting consumer demand in our industry, among other factors, annualizing the results of operations for the ~~six~~nine months ended ~~January~~April 3130, 2025 would not necessarily be indicative of the results expected for the full fiscal year.

Recently Issued Accounting Standards Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update No. 2023-07 (“ASU 2023-07”) “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which requires additional disclosures about significant segment expenses regularly provided to the Chief Operating Decision Maker. ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023, or the annual report for fiscal 2025 for the Company, and interim periods within fiscal years beginning after December 15, 2024, or interim periods starting in fiscal 2026 for the Company. Early adoption is permitted. We are currently evaluating the impact of ASU 2023-07 on our consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, requiring enhancements and further transparency to certain income tax disclosures. Under this ASU, entities must disclose, on an annual basis, specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, ASU 2023-09 requires entities to disclose additional information about income taxes paid. The new standard also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. ASU 2023-09 is effective for financial statements for annual periods beginning after December 15, 2024. This ASU is effective for the Company in its fiscal year 2026 beginning on August 1, 2025. Early adoption is permitted. The Company is currently evaluating the potential impact of adopting this guidance on the consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” as updated by ASU 2025-01, “Income Statement — Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date”, issued in January 2025. This guidance provides updates to qualitative and quantitative disclosure requirements over the disaggregation of relevant expense captions within the income statement to provide more transparency and useful information on expenses within the income statement including tabular presentation of prescribed expense categories such as the purchases of inventory, employee compensation, depreciation, intangible asset amortization, and inclusion of other specific expense, gains and losses required by existing GAAP with reconciliation of disaggregation to the face of the income statement. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The guidance may be applied prospectively or retrospectively. This guidance will be effective for our fiscal year ending July 31, 2028. We are currently evaluating the impact the guidance may have on our consolidated financial statement disclosures.

2. Business Segments

The Company has three reportable segments, all related to recreational vehicles: (1) North American Towable Recreational Vehicles, (2) North American Motorized Recreational Vehicles and (3) European Recreational Vehicles. The operations of the Company's Airxcel and Postle subsidiaries are included in “Other”. Net sales included in Other relate primarily to the sale of specialized component parts and aluminum extrusions. Intercompany eliminations adjust for Airxcel and Postle sales to the Company’s North American Towable and North American Motorized segments, which are consummated at established transfer prices generally consistent with the selling prices of products to third parties.

The following tables reflect certain financial information by reportable segment:

Three Months Ended January 31,

Six Months Ended January 31,

Three Months Ended April 30,

Nine Months Ended April 30,

NET SALES:

2025

2024

2025

2024

Recreational vehicles

North American Towable

~~828~~1,~~266~~168,878

~~730~~1,~~968~~071,393

12,~~727~~895,~~044~~922

12,~~676~~747,~~422~~815

North American Motorized

~~446~~666,~~298~~686

~~570~~646,~~424~~948

~~951~~1,~~506~~618,192

1,~~281~~928,~~583~~531

Total North America

1,~~274~~835,564

1,~~301~~718,~~392~~341

24,~~678~~514,~~550~~114

24,~~958~~676,~~005~~346

European

~~612~~883,~~465~~542

~~782~~931,~~294~~061

12,~~217~~100,~~368~~910

12,~~490~~421,~~495~~556

Total recreational vehicles

12,~~887~~719,~~029~~106

2,~~083~~649,~~686~~402

36,~~895~~615,~~918~~024

47,~~448~~097,~~500~~902

Other

~~185~~258,~~653~~427

~~166~~216,~~534~~227

~~379~~637,~~164~~591

~~365~~581,~~455~~682

Intercompany eliminations

(5482,~~575~~717)

(4264,~~851~~516)

(~~114~~196,~~191~~908)

(~~105~~170,~~827~~343)

Total

2,~~018~~894,~~107~~816

2,~~207~~801,~~369~~113

47,~~160~~055,~~891~~707

47,~~708~~509,~~128~~241

Three Months Ended January 31,

Six Months Ended January 31,

Three Months Ended April 30,

Nine Months Ended April 30,

INCOME (LOSS) BEFORE INCOME TAXES:

2025

2024

2025

2024

Recreational vehicles

North American Towable

2897,~~152~~587

~~661~~68,409

74172,~~973~~560

49118,~~910~~319

North American Motorized

432,~~298~~883

2633,~~460~~172

1346,~~379~~262

6396,~~512~~684

Total North America

32130,~~450~~470

27101,~~121~~581

88218,~~352~~822

~~113~~215,~~422~~003

European

246,~~210~~299

3877,~~057~~382

349,~~387~~686

66144,~~824~~206

Total recreational vehicles

34176,~~660~~769

~~65,~~178,963

91268,~~739~~508

~~180~~359,~~246~~209

Other, net

825,~~268~~041

718,~~343~~831

1338,~~042~~083

1635,~~819~~650

Corporate

(4446,~~528~~230)

(6555,~~627~~444)

(~~107~~153,~~537~~767)

(~~117~~173,~~589~~033)

Total

(1155,~~600)~~580

6142,~~894~~350

(2152,~~756)~~824

79221,~~476~~826

TOTAL ASSETS:

~~January~~April 3130, 2025

July 31, 2024

Recreational vehicles

North American Towable

1,~~368~~467,~~779~~035

1,290,117

North American Motorized

~~975~~973,~~233~~878

1,077,808

Total North America

2,~~344~~440,~~012~~913

2,367,925

European

2,~~672~~971,~~411~~953

2,871,316

Total recreational vehicles

5,~~016~~412,~~423~~866

5,239,241

Other

1,~~013~~014,~~969~~439

1,058,842

Corporate

~~683~~742,~~739~~985

722,740

Total

67,~~714~~170,~~131~~290

7,020,823

DEPRECIATION AND INTANGIBLE ASSET AMORTIZATION EXPENSE:

Three Months Ended ~~January~~April 3130,

~~Six~~Nine Months Ended ~~January~~April 3130,

2025

2024

2025

2024

Recreational vehicles

North American Towable

13,~~155~~207

13,~~788~~555

2639,~~249~~456

2741,~~552~~107

North American Motorized

8,~~621~~400

8,~~849~~556

1725,~~277~~677

1726,~~791~~347

Total North America

21,~~776~~607

22,~~637~~111

4365,~~526~~133

4567,~~343~~454

European

30,~~327~~906

31,~~136~~517

6293,~~568~~474

6193,~~533~~050

Total recreational vehicles

52,~~103~~513

53,~~773~~628

~~106~~158,~~094~~607

~~106~~160,~~876~~504

Other

1312,~~000~~758

13,~~668~~865

2538,~~872~~630

2741,~~294~~159

Corporate

~~891~~902

~~678~~658

12,~~689~~591

1,~~227~~885

Total

6566,~~994~~173

68,~~119~~151

~~133~~199,~~655~~828

~~135~~203,~~397~~548

Three Months Ended January 31,

Six Months Ended January 31,

Three Months Ended April 30,

Nine Months Ended April 30,

CAPITAL ACQUISITIONS:

2025

2024

2025

2024

Recreational vehicles

North American Towable

35,~~408~~252

43,~~443~~726

712,~~566~~818

1115,~~373~~099

North American Motorized

24,~~716~~175

52,~~386~~642

510,~~852~~027

1215,~~861~~503

Total North America

69,~~124~~427

96,~~829~~368

1322,~~418~~845

2430,~~234~~602

European

1621,~~140~~245

1613,~~116~~268

2748,~~041~~286

3044,~~876~~144

Total recreational vehicles

2230,~~264~~672

2519,~~945~~636

4071,~~459~~131

5574,~~110~~746

Other

12,~~556~~792

65,~~244~~762

57,~~185~~977

1420,~~535~~297

Corporate

1,~~186~~700

~~4,172~~945

35,~~711~~411

67,~~907~~852

Total

2535,~~006~~164

3626,~~361~~343

4984,~~355~~519

76102,~~552~~895

3. Earnings Per Common Share

The following table reflects the weighted-average common shares used to compute basic and diluted earnings per common share as included on the Condensed Consolidated Statements of Income and Comprehensive Income:

	Three Months Ended January 31,		Six Months Ended January 31,
	Three Months Ended April 30,		Nine Months Ended April 30,
	2025	2024	2025	2024
Weighted-average common shares outstanding for basic earnings per share	53,~~208~~203,~~626~~568	53,~~322~~310,~~504~~318	53,~~091~~128,~~615~~112	53,309,~~169~~546
Unvested restricted and performance stock units (1)	—	328,079	—	442,981
Unvested restricted and performance stock units	229,925	411,836	310,984	432,600
Weighted-average common shares outstanding assuming dilution	53,~~208~~433,~~626~~493	53,~~650~~722,~~583~~154	53,~~091~~439,~~615~~096	53,~~752~~742,~~150~~146

~~(1)Due~~The toCompany ~~losses~~excludes ~~for~~unvested ~~the~~restricted ~~three~~stock units and ~~six~~performance stock units that have an antidilutive effect from its calculation of weighted-average shares outstanding. Antidilutive unvested restricted stock units and performance stock units excluded from the calculation for the three months ended ~~January~~April 3130, 2025, ~~zero~~and ~~incremental~~2024 ~~shares~~and ~~are~~the ~~included~~nine ~~because~~months ~~the~~ended ~~effect~~April ~~would~~30, be2025 ~~antidilutive~~and 2024 were not material.

For the three months ended January 31, 2025 and 2024, the Company excluded 222,029 and 8,078 unvested restricted and performance stock units that have an antidilutive effect from its calculation of weighted-average common shares outstanding assuming dilution. For the six months ended January 31, 2025 and 2024, the Company excluded 372,593 and 29,688 unvested restricted and performance stock units that have an antidilutive effect from its calculation of weighted-average common shares outstanding assuming dilution.

4. Derivatives and Hedging

As of ~~January~~April 3130, 2025 and July 31, 2024 there were no derivative instruments designated as hedges, except for the net investment hedge discussed below.

Net Investment Hedge

The foreign currency transaction gains and losses on the portion of the Euro-denominated term loan designated and effective as a hedge of the Company’s net investment in its Euro-denominated functional currency subsidiaries are included as a component of the foreign currency translation adjustment. ~~Gains~~Losses, net of tax, included in the foreign currency translation adjustments were $12,~~487~~979 for the three months ended ~~January~~April 3130, 2025 and $~~238~~2,741 for the ~~six~~nine months ended ~~January~~April 3130, 2025. Gains ~~(losses)~~, net of tax, included in the foreign currency translation adjustments were $(62,~~237)~~984 for the three months ended ~~January~~April 3130, 2024 and $710,~~172~~156 for the ~~six~~nine months ended ~~January~~April 3130, 2024.

There were no amounts reclassified out of accumulated other comprehensive income ~~(loss)~~ pertaining to the net investment hedge during the three and ~~six~~nine-month periods ended ~~January~~April 3130, 2025 and ~~January~~April 3130, 2024.

Derivatives Not Designated as Hedging Instruments

The Company has certain other derivative instruments which have not been designated as hedges. These other derivative instruments had a notional amount totaling approximately $2742,~~688~~834 and a fair value liability of $1,~~104~~381 as of ~~January~~April 3130, 2025. These other derivative instruments had a notional amount totaling approximately $22,333 and a fair value liability of $1,137 as of July 31, 2024. For these derivative instruments, changes in fair value are recognized in earnings.

	Three Months Ended January 31,
	Three Months Ended April 30,
	2025				2024
			Interest					Interest
	Sales		Expense			Sales		Expense
Gain (Loss) on Derivatives Not Designated as Hedging Instruments
Gain (loss) recognized in income, net of tax
Foreign currency forward contracts	$	43(74)	$	—		$	(~~236~~278)	$	—
Interest rate swap agreements	—		30(49)			—		~~(205)~~45
Total gain (loss)	$	43(74)	$	30(49)		$	(~~236~~278)	$	~~(205)~~45

	Six Months Ended January 31,
	Nine Months Ended April 30,
	2025				2024
			Interest					Interest
	Sales		Expense			Sales		Expense
Gain (Loss) on Derivatives Not Designated as Hedging Instruments
Gain (loss) recognized in income, net of tax
Foreign currency forward contracts	$	(~~414~~488)	$	—		$	(75353)	$	—
Interest rate swap agreements	—		3(46)			—		(~~139~~94)
Total gain (loss)	$	(~~414~~488)	$	3(46)		$	(75353)	$	(~~139~~94)

5. Inventories

Major classifications of inventories are as follows:

	January 31, 2025		July 31, 2024
	April 30, 2025		July 31, 2024
Finished goods – RV	$	~~312~~292,~~641~~884	$	249,949
Finished goods – other	~~104~~106,~~144~~283		91,371
Work in process	~~266~~302,~~325~~803		261,043
Raw materials	~~409~~412,~~611~~007		434,165
Chassis	~~433~~384,~~308~~811		478,220
Subtotal	1,~~526~~498,~~029~~788		1,514,748
Excess of FIFO costs over LIFO costs	(~~146~~145,~~610~~210)		(148,110)
Total inventories, net	$	1,~~379~~353,~~419~~578	$	1,366,638

Of the $1,~~526~~498,~~029~~788 and $1,514,748 of inventories at ~~January~~April 3130, 2025 and July 31, 2024, $1,~~142~~137,~~184~~199 and $1,109,062, respectively, were valued on the first-in, first-out (“FIFO”) method, and $~~383~~361,~~845~~589 and $405,686, respectively, were valued on the last-in, first-out (“LIFO”) method.

6. Property, Plant and Equipment

Property, plant and equipment consists of the following:

	January 31, 2025		July 31, 2024
	April 30, 2025		July 31, 2024
Land	$	~~146~~153,~~786~~501	$	151,164
Buildings and improvements	1,~~042~~084,~~198~~030		1,053,812
Machinery and equipment	~~726~~773,~~110~~572		738,535
Rental vehicles	~~129~~149,~~986~~780		126,794
Lease right-of-use assets – operating	3941,~~999~~905		43,139
Lease right-of-use assets – finance	4,~~399~~213		4,772
Total cost	2,~~089~~207,~~478~~001		2,118,216
Less: Accumulated depreciation	(~~769~~826,~~657~~959)		(727,498)
Property, plant and equipment, net	$	1,~~319~~380,~~821~~042	$	1,390,718

7. Intangible Assets and Goodwill

The components of Amortizable intangible assets, net are as follows:

	January 31, 2025				July 31, 2024
	April 30, 2025				July 31, 2024
			Accumulated				Accumulated
	Cost		Amortization		Cost		Amortization
Dealer networks/customer relationships	$	1,~~093~~124,~~911~~291	$	~~640~~675,~~171~~732	$	1,107,396	$	610,106
Trademarks	~~348~~359,~~612~~481		~~122~~130,~~116~~083		353,435		114,272
Design technology and other intangibles	~~251~~266,~~300~~980		~~141~~157,~~954~~855		258,260		133,580
Total amortizable intangible assets	$	1,~~693~~750,~~823~~752	$	~~904~~963,~~241~~670	$	1,719,091	$	857,958

Estimated future amortization expense is as follows:

For the remainder of the fiscal year ending July 31, 2025	$	5830,~~282~~228
For the fiscal year ending July 31, 2026	~~105~~109,~~432~~489
For the fiscal year ending July 31, 2027	96100,~~837~~639
For the fiscal year ending July 31, 2028	8891,~~102~~682
For the fiscal year ending July 31, 2029	7375,~~222~~826
For the fiscal year ending July 31, 2030 and thereafter	~~367~~379,~~707~~218
	$	~~789~~787,~~582~~082

~~Changes~~As ina result of the ~~carrying~~Company’s ~~amount~~announcement during the third quarter of ~~Goodwill~~fiscal by2025 ~~reportable~~of ~~segment~~strategic ~~for~~organizational changes impacting one of its towable reporting units, the ~~six~~Company ~~months~~determined ~~ended~~that ~~January~~a 31triggering event had occurred which necessitated impairment testing for this reporting unit and its long-lived assets, including goodwill, during the third quarter of fiscal 2025. ~~are~~No ~~summarized~~impairment was identified as ~~follows:~~a result of this interim impairment testing.

	North American Towable		North American Motorized		European		Other		Total
Net balance as of August 1, 2024	$	337,883	$	65,064	$	948,674	$	435,352	$	1,786,973
Fiscal 2025 activity:
Foreign currency translation	—		—		(38,112)		—		(38,112)
Net balance as of January 31, 2025	$	337,883	$	65,064	$	910,562	$	435,352	$	1,748,861

Changes in the carrying amount of Goodwill by reportable segment for the nine months ended April 30, 2025 are summarized as follows:

Changes in the carrying amount of Goodwill by reportable segment for the six months ended January 31, 2024 are summarized as follows:


	North American Towable		North American Motorized		European		Other		Total
Net balance as of August 1, 2024	$	337,883	$	65,064	$	948,674	$	435,352	$	1,786,973
Fiscal 2025 activity:


Foreign currency translation	—		—		47,749		—		47,749

Net balance as of April 30, 2025	$	337,883	$	65,064	$	996,423	$	435,352	$	1,834,722

	North American Towable		North American Motorized		European		Other		Total
Net balance as of August 1, 2023	$	337,883	$	65,064	$	965,758	$	431,717	$	1,800,422
Fiscal 2024 activity:
Goodwill acquired	—		—		—		3,635		3,635
Foreign currency translation	—		—		(16,296)		—		(16,296)
Net balance as of January 31, 2024	$	337,883	$	65,064	$	949,462	$	435,352	$	1,787,761

Changes in the carrying amount of Goodwill by reportable segment for the nine months ended April 30, 2024 are summarized as follows:


	North American Towable		North American Motorized		European		Other		Total
Net balance as of August 1, 2023	$	337,883	$	65,064	$	965,758	$	431,717	$	1,800,422
Fiscal 2024 activity:
Goodwill acquired	—		—		—		3,635		3,635

Foreign currency translation	—		—		(26,722)		—		(26,722)

Net balance as of April 30, 2024	$	337,883	$	65,064	$	939,036	$	435,352	$	1,777,335

8. Equity Investments

As discussed in Note 8 to the Company’s Consolidated Financial Statements included in the Fiscal 2024 Form 10-K, effective December 30, 2022, the Company formed a joint venture with TechNexus Holdings LLC (“TechNexus”), whereby the Company transferred TH2Connect, LLC d/b/a Roadpass Digital and its associated legal entities to TN-RP Holdings, LLC (“TN-RP”), following which the Company and TechNexus own 100% of the Class A-RP units and Class C-RP units, respectively, issued by TN-RP.

TN-RP is a variable interest entity (“VIE”), in which both the Company and TechNexus each have a variable interest. The Company’s equity interest, which entitles the Company to a share of future distributions from TN-RP, represents a variable interest. The Company has significant influence due to its Class A-RP unit ownership interest, non-majority seats on the TN-RP advisory board and certain protective rights, and therefore the Company’s investment in TN-RP is accounted for under the equity method of accounting and reported as a component of Equity investments in the Condensed Consolidated Balance Sheets. The Company holds an additional investment that is concluded to be a VIE and over which the Company has significant influence. This investment is also reported as a component of Equity investments in the Condensed Consolidated Balance Sheets.

The Company had the following aggregate investment and maximum exposure to loss related to these VIEs:

	January 31, 2025		July 31, 2024
	April 30, 2025		July 31, 2024
Carrying amount of investments	$	136,~~220~~211	$	137,272
Maximum exposure to loss	$	~~136~~138,~~220~~711	$	144,047

The Company’s share of ~~gains~~income and losses accounted for under the equity method of accounting are included in Other income (expense), net in the Condensed Consolidated Statements of Income and Comprehensive Income. ~~The~~Income ~~losses~~of $157 was recognized in the three ~~and six~~ months ended ~~January~~April 3130, 2025 ~~were~~and ~~$2,251~~a ~~and~~loss of $4,~~505,~~348 ~~respectively,~~was ~~and~~recognized in the ~~losses~~nine months ended April 30, 2025. Losses recognized in the three and ~~six~~nine months ended ~~January~~April 3130, 2024 were $32,~~502~~890 and $912,~~437~~327, respectively.

9. Concentration of Risk

One dealer, FreedomRoads, LLC, accounted for approximately 1617% of the Company’s consolidated net sales for the three-month period ended ~~January~~April 3130, 2025 and approximately 1514% of the Company’s consolidated net sales for the three-month period ended ~~January~~April 3130, 2024, and accounted for approximately 1415% of the Company’s consolidated net sales for the ~~six~~nine-month ~~periods~~period ended ~~January~~April 3130, 2025 and ~~January~~14% 31for the nine-month period ended April 30, 2024. The majority of the sales to this dealer are reported within the North American Towable and North American Motorized segments. This dealer also accounted for approximately 1714% and approximately 10% of the Company’s consolidated trade accounts receivable at ~~January~~April 3130, 2025 and July 31, 2024, respectively. The loss of this dealer or a deterioration in the liquidity or creditworthiness of this dealer could have a material adverse effect on the Company’s business.

10. Fair Value Measurements

The financial assets and liabilities that are accounted for at fair value on a recurring basis at ~~January~~April 3130, 2025 and July 31, 2024 are as follows:

	Input Level	~~January~~April 3130, 2025		July 31, 2024
Cash equivalents	Level 1	$	~~239~~316,~~105~~800	$	310,210
Deferred compensation plan mutual fund assets	Level 1	$	2513,~~138~~007	$	28,985
Equity investments	Level 1	$	~~396~~103	$	1,169
Foreign currency forward contract asset	Level 2	$	29	$	—
Foreign currency forward contract liability	Level 2	$	120	$	—
Interest rate swap liability	Level 2	$	1,~~133~~261	$	1,137

Cash equivalents represent investments in short-term money market instruments that are direct obligations of the U.S. Treasury and/or repurchase agreements backed by U.S. Treasury obligations. These investments are reported as a component of Cash and cash equivalents in the Condensed Consolidated Balance Sheets.

Deferred compensation plan assets accounted for at fair value are investments in securities (primarily mutual funds) traded in an active market held for the benefit of certain employees of the Company as part of a deferred compensation plan. Additional plan investments in corporate-owned life insurance are recorded at their cash surrender value, not fair value, and therefore are not included above.

Equity investments represent stock investments that are publicly traded in an active market and are reported within Other assets in the Condensed Consolidated Balance Sheets.

The fair value of foreign currency forward contracts is estimated by discounting the difference between the contractual forward price and the current available forward price for the residual maturity of the contract using observable market rates.

The fair value of interest rate swaps is determined by discounting the estimated future cash flows based on the applicable observable yield curves.

11. Product Warranties

The Company generally provides retail customers of its products with a one-year or two-year warranty covering defects in material or workmanship, with longer warranties on certain structural components.

Changes in our product warranty liability during the indicated periods are as follows:

Three Months Ended January 31,

Six Months Ended January 31,

Three Months Ended April 30,

Nine Months Ended April 30,

2025

2024

2025

2024

Beginning balance

~~300~~286,~~775~~689

~~333~~319,~~274~~614

311,627

345,197

Provision

5168,~~879~~636

6684,~~478~~327

~~113~~182,~~632~~268

~~140~~225,~~913~~240

Payments

(63,~~768~~873)

(8182,~~355~~853)

(~~136~~200,~~747~~620)

(~~165~~248,~~526~~379)

Foreign currency translation

(24,~~197)~~142

~~1,217~~(631)

(12,~~823)~~319

(~~970~~1,601)

Ending balance

~~286~~295,~~689~~594

~~319~~320,~~614~~457

~~286~~295,~~689~~594

~~319~~320,~~614~~457

12. Long-Term Debt

The components of long-term debt are as follows:

	January 31, 2025		July 31, 2024
	April 30, 2025		July 31, 2024
Term loan	$	~~496~~500,~~129~~938	$	594,361
Senior unsecured notes	500,000		500,000
Unsecured notes	255,~~983~~687		27,070
Other debt	2322,~~268~~598		29,848
Total long-term debt	1,~~045~~029,~~380~~223		1,151,279
Debt issuance costs, net of amortization	(1413,~~243~~126)		(17,364)
Total long-term debt, net of debt issuance costs	1,~~031~~016,~~137~~097		1,133,915
Less: Current portion of long-term debt	(275,~~742~~444)		(32,650)
Total long-term debt, net, less current portion	$	1,~~003~~010,~~395~~653	$	1,101,265

As discussed in Note 13 to the Company’s Consolidated Financial Statements included in the Fiscal 2024 Form 10-K, the Company is a party to a ~~seven-year~~ term loan (“term loan”) agreement, which consists of both a U.S. dollar-denominated term loan tranche (“USD term loan”) and a Euro-denominated term loan tranche (“Euro term loan”), and a ~~five-year~~ $1,000,000 asset-based credit facility (“ABL”).

As of ~~January~~April 3130, 2025, the outstanding USD term loan balance of $~~180~~155,000 was subject to a Secured Overnight Financing Rate (“SOFR”)-based rate totaling 6.~~562~~572%. The total interest rate on the ~~January~~April 3130, 2025 outstanding Euro term loan tranche balance of $~~316~~345,~~129~~938 was 54.~~475~~901%. The Senior Unsecured Notes were issued on October 14, 2021 in an aggregate principal amount of $500,000 and bear fixed interest at a rate of 4.000%.

As of ~~January~~April 3130, 2025 and July 31, 2024, there were no outstanding ABL borrowings. Availability under the ABL agreement is subject to a borrowing base based on a percentage of applicable eligible receivables and eligible inventory, net of any amounts drawn, and based on April 30, 2025 eligible receivables and eligible inventory balances and net of any amounts drawn, totaled approximately $985,000.

~~Based~~For onthe ~~January~~three 31and nine months ended April 30, 2025, ~~eligible~~interest ~~receivables~~expense ~~and~~on ~~eligible~~total ~~inventory~~long-term ~~balances~~debt was $14,020 and ~~net~~$47,057, ofrespectively. These interest expense amounts ~~drawn~~include the amortization of capitalized debt issuance costs of $1,320 ifand ~~any~~$4,847, ~~totaled~~for ~~approximately~~the three and nine months ended April 30, 2025, respectively. For the three and nine months ended April 30, 2024, interest expense on total long-term debt was $~~855~~24,~~000~~366 and $78,113, respectively, which includes amortization of capitalized debt issuance costs and debt extinguishment charges related to the November 2023 debt refinancing totaling $3,036 and $14,900, respectively.

~~For~~The fair value of the ~~three~~Company’s ~~and~~term ~~six~~loan ~~months~~debt ~~ended~~at ~~January~~April 3130, 2025, ~~interest~~and ~~expense~~July on31, ~~total~~2024 ~~long-term debt~~ was $15500,~~452~~136 and $33597,~~037~~334, respectively. ~~These~~The ~~interest~~fair ~~expense~~value ~~amounts~~of ~~include~~ the ~~amortization~~Company’s ofSenior ~~capitalized~~Unsecured ~~debt~~Notes ~~issuance~~at ~~costs~~April ~~of $1~~30,~~361~~ 2025 and $3July 31,~~527,~~ ~~for~~2024 ~~the~~was ~~three~~$450,650 and ~~six months ended January 31~~$450, ~~2025~~450, respectively. ~~For~~The ~~the~~fair ~~three~~value ~~and~~of ~~six~~all ~~months~~other ~~ended~~debt ~~January~~held ~~31,~~by ~~2024,~~the ~~interest~~Company ~~expense~~approximates oncarrying ~~total~~value. ~~long-term~~The ~~debt~~fair ~~was~~values ~~$30,548~~of ~~and~~the ~~$53,747,~~Company’s ~~respectively,~~long-term ~~which~~debt ~~includes~~are ~~amortization~~primarily ofestimated ~~capitalized~~using ~~debt~~Level ~~issuance~~2 ~~costs~~inputs ~~and~~as ~~debt~~defined ~~extinguishment~~by ~~charges~~ASC ~~related~~820, tobased ~~the~~on ~~November~~quoted ~~2023~~prices ~~debt~~in ~~refinancing~~markets ~~totaling~~that ~~$8,992~~are ~~and~~not ~~$11,864, respectively~~active.

~~The~~Subsequent ~~fair~~to ~~value~~April ~~of the Company’s term loan debt at January 31~~30, 2025 ~~and July 31~~, ~~2024 was $500,415 and $597,334, respectively. The fair value of~~ the Company’s ~~Senior~~made ~~Unsecured~~a ~~Notes~~payment atof ~~January 31, 2025 and July 31, 2024 was~~ $~~456~~55,~~950~~000 ~~and~~against ~~$450,450, respectively. The fair value of all other debt held by~~ the ~~Company~~principal ~~approximates~~balance ~~carrying value. The fair values~~ of ~~the~~its ~~Company’s~~USD ~~long-~~term ~~debt are primarily estimated using Level 2 inputs as defined by ASC 820, based on quoted prices in markets that are not active~~loan.

Subsequent to January 31, 2025, the Company made a payment of $25,000 against the principal balance of its USD term loan.

13. Provision for Income Taxes

The overall effective income tax rate for the three months ended ~~January~~April 3130, 2025 was ~~(93~~13.1)9%, and the effective income tax rate for the ~~six~~nine months ended ~~January~~April 3130, 2025 was ~~(43~~15.7)0%. These rates were both impacted by the jurisdictional mix of pre-tax earnings between foreign and domestic operations, including the favorable impact of ~~non-deductible~~certain foreign exchange ~~losses~~gains not subject to taxation,. ~~and~~The ~~the~~ Company’s ~~consolidated~~also ~~pre-~~recorded an income tax ~~losses~~benefit from certain tax provision adjustments that primarily resulted from changes in ~~both~~estimates ~~the~~while ~~quarter~~completing ~~and~~the ~~year~~prior-~~to-date~~year ~~periods~~tax return during the three months ended April 30, 2025.

The overall effective income tax rate for the three months ended ~~January~~April 3130, 2024 was 2220.72%, and the effective income tax rate for the ~~six~~nine months ended ~~January~~April 3130, 2024 was 2421.06%. These rates were both favorably impacted by the terms of the resolution of certain ~~foreign~~matters ~~tax~~discussed ~~rate~~in ~~differences~~Note ~~which~~14 ~~include~~to the Condensed Consolidated Financial Statements, as certain ~~interest~~payments ~~income~~made ~~not~~related ~~subject~~to these matters were determined to ~~corporate~~be ~~income~~deductible for tax purposes.

Within the next 12 months, the Company does not anticipate any material changes in its unrecognized tax benefits recorded as of ~~January~~April 3130, 2025.

14. Contingent Liabilities, Commitments and Legal Matters

The Company’s total commercial commitments under standby repurchase obligations on dealer inventory financing were $3,~~560~~781,~~852~~475 and $3,642,137 as of ~~January~~April 3130, 2025 and July 31, 2024, respectively. The commitment term is generally up to eighteen months.

The Company accounts for the guarantee under repurchase agreements of independent dealers’ financing by deferring a portion of the related product sale that represents the estimated fair value of the guarantee at inception. This estimate is based on recent historical experience supplemented by the Company’s assessment of current economic and other conditions affecting its independent dealers. This deferred amount is included in the repurchase and guarantee reserve balances of $1317,~~727~~847 and $14,356 as of ~~January~~April 3130, 2025 and July 31, 2024, respectively, which are included in Other current liabilities in the Condensed Consolidated Balance Sheets.

Losses incurred related to repurchase agreements that were settled during the three and ~~six~~nine-month ~~months~~periods ended ~~January~~April 3130, 2025 ~~were not material,~~ and ~~losses~~April ~~during the three and six months ended January 31~~30, 2024 were ~~$2,892~~not ~~and $6,060, respectively~~material. Based on current market conditions and other conditions affecting its independent dealers, the Company believes that any future losses under these agreements will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

The Company is also involved in certain litigation arising out of its operations in the normal course of its business, most of which is based upon state “lemon laws,” warranty claims and vehicle accidents (for which the Company carries insurance above a specified self-insured retention or deductible amount). The outcomes of legal proceedings and claims brought against the Company are subject to significant uncertainty. There is significant judgment required in assessing both the probability of an adverse outcome and the determination as to whether an exposure can be reasonably estimated. Based on current conditions, and in management’s opinion, the ultimate disposition of any current legal proceedings or claims against the Company will not have a material effect on the Company’s financial condition, operating results or cash flows. Litigation is, however, inherently uncertain and an adverse outcome from such litigation could have a material effect on the operating results of a particular reporting period.

As discussed in Note 15 to the Company’s Consolidated Financial Statements included in the Fiscal 2024 Form 10-K, the Company is involved in a product recall and was part of an advertising-related investigation by certain German-based authorities that has been fully resolved. There were no significant developments related to these matters during the first ~~six~~nine months of fiscal 2025. There was no material impact ~~related~~on tothe ~~these~~Condensed ~~matters~~Consolidated onFinancial ~~the~~Statements ~~condensed~~related ~~consolidated~~to ~~financial~~these ~~statements~~matters for the three and ~~six~~nine months ended ~~January~~April 3130, 2025, ~~and~~as inwell as the three ~~and~~months ~~six~~ended April 30, 2024. During the nine months ended ~~January~~April 3130, 2024, the Company recognized income of $416,~~200~~900 ~~and $14,200, respectively,~~ within selling, general and administrative expenses related to these matters.

15. Leases

The components of lease costs for the three and ~~six~~nine-month periods ended ~~January~~April 3130, 2025 and ~~January~~April 3130, 2024 were as follows:

Three Months Ended January 31,

Six Months Ended January 31,

Three Months Ended April 30,

Nine Months Ended April 30,

2025

2024

2025

2024

Operating lease cost

8,~~517~~868

7,~~628~~980

1726,~~359~~227

1523,~~639~~619

Finance lease cost:

Amortization of right-of-use assets

~~187~~186

~~373~~559

Interest on lease liabilities

6054

7874

~~124~~178

~~161~~235

Total lease cost

89,~~764~~108

78,~~893~~240

1726,~~856~~964

1624,~~173~~413

Other information related to leases was as follows:

	Six Months Ended January 31,
	Nine Months Ended April 30,
Supplemental Cash Flows Information	2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1726,~~337~~202	$	1523,~~593~~555
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	48,~~402~~323	$	25,~~108~~591

Supplemental Balance Sheet Information	~~January~~April 3130, 2025		July 31, 2024
Operating leases:
Operating lease liabilities:
Other current liabilities	$	11,~~459~~709	$	11,405
Other long-term liabilities	2830,~~912~~591		32,007
Total operating lease liabilities	$	4042,~~371~~300	$	43,412
Finance leases:
Finance lease liabilities:
Other current liabilities	$	~~910~~939	$	855
Other long-term liabilities	1,~~397~~153		1,866
Total finance lease liabilities	$	2,~~307~~092	$	2,721

16. Stockholders’ Equity

Stock-based Compensation

Total stock-based compensation expense recognized in the three-month periods ended ~~January~~April 3130, 2025 and ~~January~~April 3130, 2024 for stock-based awards totaled $8,~~073~~188 and $9,~~246~~351, respectively. Total stock-based compensation expense recognized in the ~~six~~nine-month periods ended ~~January~~April 3130, 2025 and ~~January~~April 3130, 2024 for stock-based awards totaled $1826,~~610~~798 and $1929,~~698~~049, respectively.

Share Repurchase Program

As discussed in Note 17 to the Company’s Consolidated Financial Statements included in the Fiscal 2024 Form 10-K, on December 21, 2021, the Company’s Board of Directors (the “Board”) authorized Company management to utilize up to $250,000 to purchase shares of the Company’s common stock through December 21, 2024. On June 24, 2022, the Board authorized Company management to utilize up to an additional $448,321 to ~~repurchase~~purchase shares of the Company’s common stock through July 31, 2025.

During the three ~~and six~~ months ended ~~January~~April 3130, 2025, the Company ~~purchased~~did ~~16,200~~not purchase any shares of its common stock, atunder ~~various~~this ~~times in the open market, at a weighted-average price of $106~~program.45 ~~and held them as treasury shares at an aggregate purchase price of $1,725, all from the June 24, 2022 authorization.~~

During the nine months ended April 30, 2025, the Company purchased 16,200 shares of its common stock, at various times in the open market, at a weighted-average price of $106.45 and held them as treasury shares at an aggregate purchase price of $1,725, all from the June 24, 2022 authorization.

Since the inception of the initial December 21, 2021 authorization, the Company has purchased 3,230,972 shares of its common stock, at various times in the open market, at a weighted-average price of $85.80 and held them as treasury shares at an aggregate purchase price of $277,225.

As of ~~January~~April 3130, 2025, there are no remaining shares of the Company's common stock that may be repurchased under the December 21, 2021 $250,000 authorization. As of ~~January~~April 3130, 2025, the remaining amount of the Company’s common stock that may be repurchased under the June 24, 2022 authorization expiring on July 31, 2025 is $421,095.

17. Revenue Recognition

The table below disaggregates revenue to the level that the Company believes best depicts how the nature, amount, timing and uncertainty of the Company’s revenue and cash flows are affected by economic factors. Other RV-related revenues shown below in the European Recreational Vehicle segment include sales related to accessories and services, new and used vehicle sales at owned dealerships and RV rentals. Performance obligations for all material revenue streams are recognized at a point-in-time. Other sales relate primarily to component part sales to RV original equipment manufacturers and aftermarket sales through dealers and retailers, as well as aluminum extruded components.

Three Months Ended January 31,

Six Months Ended January 31,

Three Months Ended April 30,

Nine Months Ended April 30,

NET SALES:

2025

2024

2025

2024

Recreational vehicles

North American Towable

Travel Trailers

~~518~~676,~~620~~680

~~471~~720,~~483~~194

1,~~121~~797,~~315~~995

1,~~091~~811,~~021~~215

Fifth Wheels

~~309~~492,~~646~~198

~~259~~351,~~485~~199

~~605~~1,~~729~~097,927

~~585~~936,~~401~~600

Total North American Towable

~~828~~1,~~266~~168,878

~~730~~1,~~968~~071,393

12,~~727~~895,~~044~~922

12,~~676~~747,~~422~~815

North American Motorized

Class A

~~148~~174,~~009~~783

~~178~~211,~~308~~340

~~304~~479,~~585~~368

~~386~~597,~~219~~559

Class C

~~204~~340,~~053~~530

~~275~~312,~~632~~980

~~438~~778,~~280~~810

~~609~~922,~~408~~388

Class B

94151,~~236~~373

~~116~~122,~~484~~628

~~208~~360,~~641~~014

~~285~~408,~~956~~584

Total North American Motorized

~~446~~666,~~298~~686

~~570~~646,~~424~~948

~~951~~1,~~506~~618,192

1,~~281~~928,~~583~~531

Total North America

1,~~274~~835,564

1,~~301~~718,~~392~~341

24,~~678~~514,~~550~~114

24,~~958~~676,~~005~~346

European

Motorcaravan

~~335~~481,~~646~~554

~~424~~492,~~813~~490

~~653~~1,~~862~~135,416

~~771~~1,~~324~~263,814

Campervan

~~165~~252,~~964~~227

~~244~~289,~~724~~450

~~339~~591,~~180~~407

~~466~~755,~~333~~783

Caravan

4259,~~180~~083

5164,~~087~~379

75134,~~251~~334

~~115~~180,~~714~~093

Other RV-related

6890,~~675~~678

6184,~~670~~742

~~149~~239,~~075~~753

~~137~~221,~~124~~866

Total European

~~612~~883,~~465~~542

~~782~~931,~~294~~061

12,~~217~~100,~~368~~910

12,~~490~~421,~~495~~556

Total recreational vehicles

12,~~887~~719,~~029~~106

2,~~083~~649,~~686~~402

36,~~895~~615,~~918~~024

47,~~448~~097,~~500~~902

Other

~~185~~258,~~653~~427

~~166~~216,~~534~~227

~~379~~637,~~164~~591

~~365~~581,~~455~~682

Intercompany eliminations

(5482,~~575~~717)

(4264,~~851~~516)

(~~114~~196,~~191~~908)

(~~105~~170,~~827~~343)

Total

2,~~018~~894,~~107~~816

2,~~207~~801,~~369~~113

47,~~160~~055,~~891~~707

47,~~708~~509,~~128~~241

18. Accumulated Other Comprehensive Income (Loss)

The components of other comprehensive income (loss) (“OCI”) and the changes in the Company’s accumulated other comprehensive income (loss) (“AOCI”) by component were as follows:

Three Months Ended January 31, 2025

Three Months Ended April 30, 2025

Foreign CurrencyTranslationAdjustment (1)

Other

AOCI, net of tax, Attributable to THOR

Non-controlling Interests

Total AOCI

Balance at beginning of period, net of tax

(82158,~~083~~198)

278

(81157,~~805~~920)

(36,~~393~~760)

(85164,~~198~~680)

OCI before reclassifications

~~(76~~155,~~115)~~555

—

~~(76~~155,~~115)~~555

(~~3,367~~58)

~~(79~~155,~~482)~~497

OCI, net of tax for the fiscal period

~~(76~~155,~~115)~~555

—

~~(76~~155,~~115)~~555

(~~3,367~~58)

~~(79~~155,~~482)~~497

Balance at end of period, net of tax

(~~158~~2,~~198~~643)

278

(~~157~~2,~~920~~365)

(6,~~760~~818)

(~~164~~9,~~680~~183)

Three Months Ended January 31, 2024

Three Months Ended April 30, 2024

Foreign CurrencyTranslationAdjustment (1)

Other

AOCI, net of tax, Attributable to THOR

Non-controlling Interests

Total AOCI

Balance at beginning of period, net of tax

(~~128~~93,~~835~~147)

~~364~~253

(~~128~~92,~~471~~894)

(3,~~305~~366)

(~~131~~96,~~776~~260)

OCI before reclassifications

35(17,~~688~~647)

~~(111)~~—

35(17,~~577~~647)

(61126)

35(17,~~516~~773)

OCI, net of tax for the fiscal period

35(17,~~688~~647)

~~(111)~~—

35(17,~~577~~647)

(61126)

35(17,~~516~~773)

Balance at end of period, net of tax

(93110,~~147~~794)

253

(92110,~~894~~541)

(3,~~366~~492)

(96114,~~260~~033)

	Six Months Ended January 31, 2025
	Nine Months Ended April 30, 2025
	Foreign CurrencyTranslationAdjustment (1)		Other		AOCI, net of tax, Attributable to THOR		Non-controlling Interests		Total AOCI
Balance at beginning of period, net of tax	$	(93,984)	$	278	$	(93,706)	$	(3,435)	$	(97,141)
OCI before reclassifications	~~(64~~91,~~214)~~341		—		~~(64~~91,~~214)~~341		(3,~~325~~383)		~~(67~~87,~~539)~~958
OCI, net of tax for the fiscal period	~~(64~~91,~~214)~~341		—		~~(64~~91,~~214)~~341		(3,~~325~~383)		~~(67~~87,~~539)~~958
Balance at end of period, net of tax	$	(~~158~~2,~~198~~643)	$	278	$	(~~157~~2,~~920~~365)	$	(6,~~760~~818)	$	(~~164~~9,~~680~~183)
	Six Months Ended January 31, 2024
	Nine Months Ended April 30, 2024
	Foreign CurrencyTranslationAdjustment (1)		Other		AOCI, net of tax, Attributable to THOR		Non-controlling Interests		Total AOCI
Balance at beginning of period, net of tax	$	(68,911)	$	364	$	(68,547)	$	(2,583)	$	(71,130)
OCI before reclassifications	(2441,~~236~~883)		(111)		(2441,~~347~~994)		(~~783~~909)		(2542,~~130~~903)
OCI, net of tax for the fiscal period	(2441,~~236~~883)		(111)		(2441,~~347~~994)		(~~783~~909)		(2542,~~130~~903)
Balance at end of period, net of tax	$	(93110,~~147~~794)	$	253	$	(92110,~~894~~541)	$	(3,~~366~~492)	$	(96114,~~260~~033)

(1)We do not recognize deferred taxes for a majority of the foreign currency translation gains and losses because we do not anticipate reversal in the foreseeable future.

19. Weather Damage at Manufacturing Facilities

On March 14, 2024, a weather event that included large damaging hail occurred at and around the Company’s Jackson Center, OH facilities. The hail resulted in significant roof damage to the motorized production facility and significant damage to inventory that was stored outside, primarily motorized chassis, but also some work in process and finished goods inventory.

The Company maintains insurance coverage, subject to a $1,000 self-insured retention, for the repair or replacement of covered assets that suffer loss, as well as coverage for business interruption, including lost profits. Inventory is a covered asset under the insurance policy, as is the production facility itself.

Total estimated losses related to this event are $6569,~~428~~950, primarily attributable to the write-off of motorized chassis, and, through the fiscal quarter ended ~~January~~April 3130, 2025, the Company has received insurance proceeds related to this event totaling $3346,~~000~~077. As of ~~January~~April 3130, 2025, the Company recorded an insurance recovery receivable in the amount of $3122,~~428~~873 related to the remaining estimated damages incurred for which we deem the recovery of such losses from our insurance carriers to be probable. This insurance recovery receivable is included in Accounts receivable, other, net on the Condensed Consolidated Balance Sheets, as we believe recovery will be realized within one year of the balance sheet date.

Given the expectation of recovery from insurance, the impact on our consolidated income ~~(loss)~~ before income taxes during fiscal 2024 and through the ~~second~~third quarter of fiscal 2025 related to the losses incurred on the weather damages noted above was not material. As of the date of this report, the Company is still in the process of fully assessing damages and submitting relevant insurance claim information.

Although our insurance covers business interruption, the Company has not recognized any recovery for business interruption to date and will do so at the time of final settlement or when nonrefundable cash advances are made in subsequent periods.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless otherwise indicated, all U.S. Dollar and Euro amounts are presented in thousands except share and per share data.

Forward-Looking Statements

This report includes certain statements that are “forward-looking” statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are made based on management’s current expectations and beliefs regarding future and anticipated developments and their effects upon THOR, and inherently involve uncertainties and risks. These forward-looking statements are not a guarantee of future performance. We cannot assure you that actual results will not differ materially from our expectations. Factors which could cause materially different results include, among others:

•the impact of inflation on the cost of our products as well as on general consumer demand;

•the effect of raw material and commodity price fluctuations, including the impact of tariffs, and/or raw material, commodity or chassis supply constraints;

•the impact of war, military conflict, terrorism and/or cyber-attacks, including state-sponsored or ransom attacks;

•the impact of sudden or significant adverse changes in the cost and/or availability of energy or fuel, including those caused by geopolitical events, on our costs of operation, on raw material prices, on our suppliers, on our independent dealers or on retail customers;

•the dependence on a small group of suppliers for certain components used in production, including chassis;

•interest rates and interest rate fluctuations and their potential impact on the general economy and, specifically, on our independent dealers and consumers and our profitability;

•the ability to ramp production up or down quickly in response to rapid changes in demand or market share while also managing associated costs, including labor-related costs and ~~market~~production ~~share~~capacity costs;

•the level and magnitude of warranty and recall claims incurred;

•the ability of our suppliers to financially support any defects in their products;

•the financial health of our independent dealers and their ability to successfully manage through various economic conditions;

•legislative, regulatory and tax law and/or policy developments including their potential impact on our independent dealers, retail customers or on our suppliers;

•the costs of compliance with governmental regulation;

•the impact of an adverse outcome or conclusion related to current or future litigation or regulatory audits or investigations;

•public perception of and the costs related to environmental, social and governance matters;

•legal and compliance issues including those that may arise in conjunction with recently completed transactions;

•~~lower~~the level of consumer confidence and the level of discretionary consumer spending;

•the impact of exchange rate fluctuations;

•restrictive lending practices which could negatively impact our independent dealers and/or retail consumers;

•management changes;

•the success of new and existing products and services;

•the ability to maintain strong brands and develop innovative products that meet consumer demands;

•the ability to efficiently utilize existing production facilities;

•changes in consumer preferences;

•the risks associated with acquisitions, including: the pace and successful closing of an acquisition, the integration and financial impact thereof, the level of achievement of anticipated operating synergies from acquisitions, the potential for unknown or understated liabilities related to acquisitions, the potential loss of existing customers of acquisitions and our ability to retain key management personnel of acquired companies;

•a shortage of necessary personnel for production and increasing labor costs and related employee benefits to attract and retain production personnel in times of high demand;

•the loss or reduction of sales to key independent dealers, and stocking level decisions of our independent dealers;

•disruption of the delivery of units to independent dealers or the disruption of delivery of raw materials, including chassis, to our facilities;

•increasing costs for freight and transportation;

•the ability to protect our information technology systems from data breaches, cyber-attacks and/or network disruptions;

•asset impairment charges;

•competition;

•the impact of losses under repurchase agreements;

•the impact of the strength of the U.S. dollar on international demand for products priced in U.S. dollars;

•general economic, market, public health and political conditions in the various countries in which our products are produced and/or sold;

•the impact of changing emissions and other related climate change regulations in the various jurisdictions in which our products are produced, used and/or sold;

•changes to our investment and capital allocation strategies or other facets of our strategic plan; and

•changes in market liquidity conditions, credit ratings and other factors that may impact our access to future funding and the cost of debt.

These and other risks and uncertainties are discussed more fully in Item 1A of our Annual Report on Form 10-K for the year ended July 31, 2024.

We disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this report or to reflect any change in our expectations after the date hereof or any change in events, conditions or circumstances on which any statement is based, except as required by law.

Executive Overview

We were founded in 1980 and have grown to become the largest manufacturer of recreational vehicles (“RVs”) in the world based on units sold and revenue. We are also the largest manufacturer of RVs in North America, and one of the largest manufacturers of RVs in Europe. In North America, according to Statistical Surveys, Inc. (“Stat Surveys”), for the ~~calendar~~three ~~year~~months ended ~~December~~March 31, ~~2024~~2025, THOR’s current combined U.S. and Canadian market share based on units sold was approximately 3938.02% for travel trailers and fifth wheels combined and approximately 4745.29% for motorhomes. In Europe, according to the European Caravan Federation (“ECF”), our European market share for the ~~calendar~~three ~~year~~months ended ~~December~~March 31, ~~2024~~2025 was approximately 2425.91% for motorcaravans and campervans combined and approximately 1816.01% for caravans.

Industry Outlook — North America

The Company monitors industry conditions in the North American RV market using a number of resources including its own performance tracking and modeling. The Company also considers monthly wholesale shipment data as reported by the RV Industry Association (“RVIA”), which is typically issued on a one-month lag and represents manufacturers’ North American RV production and delivery to dealers. In addition, we monitor monthly North American retail sales trends as reported by Stat Surveys, whose data is typically issued on a month-and-a-half lag. The Company believes that monthly RV retail sales data is important as consumer purchases impact future dealer orders and ultimately our production and net sales.

North American RV independent dealer inventory of our North American RV products as of ~~January~~April 3130, 2025 ~~decreased~~increased 14.84% to approximately 8691,~~200~~800 units, compared to approximately 87,~~800~~900 units as of ~~January~~April 3130, 2024. As of ~~January~~April 3130, 2025, we believe North American dealer inventory levels for most products are generally in line with the levels that dealers are comfortable stocking heading into the spring selling season given the current retail sales levels and associated carrying costs. We believe dealers will continue to closely evaluate the unit stocking levels that they will elect to carry in future periods, which may be less than historical unit stocking levels, due to a combination of factors such as ~~slower~~current retail activity, ~~higher~~current RV wholesale prices as well as current interest rates and other carrying costs.

THOR’s North American RV backlog as of ~~January~~April 3130, 2025 ~~increased~~decreased $~~289~~149,~~604~~074, or 158.29%, to $21,~~198~~518,~~493~~057 compared to $1,~~908~~667,~~889~~131 as of ~~January~~April 3130, 2024, with the ~~increase~~decrease driven primarily by ana ~~increase~~decrease in North American Towable backlog.

North American Industry Wholesale Statistics

Key wholesale statistics for the North American RV industry, as reported by RVIA for the periods indicated, are as follows:

U.S. and Canada Wholesale Unit Shipments

Calendar Year

Increase

Calendar Quarter Ended March 31,

Increase

2024

2023

(Decrease)

Change

2025

2024

(Decrease)

Change

North American Towable units

~~298~~88,~~842~~530

~~267~~75,~~295~~525

3113,~~547~~005

1117.82

North American Motorized units

349,~~891~~318

4510,~~879~~416

(101,~~988~~098)

(2310.95)

Total

~~333~~97,~~733~~848

~~313~~85,~~174~~941

2011,~~559~~907

613.69

In ~~March~~June 2025, RVIA issued a revised forecast for calendar year 2025 wholesale unit shipments. Under the RVIA’s most likely scenario, towable and motorized unit shipments are projected to be approximately ~~313~~303,~~300~~100 units and 3633,800 units, respectively, for an annual total of approximately ~~350~~337,~~100~~000 units, up 41.90% from the 2024 calendar year wholesale shipments. The RVIA’s most likely forecast for calendar year 2025 of ~~350~~337,~~100~~000 total units could range from a lower estimate of approximately ~~333~~320,400 total units to an upper estimate of approximately ~~366~~353,~~800~~500 total units.

North American Industry Retail Statistics

Key retail statistics for the North American RV industry, as reported by Stat Surveys for the periods indicated, are as follows:

U.S. and Canada Retail Unit Registrations

Calendar Year

Increase

Calendar Quarter Ended March 31,

Increase

2024

2023

(Decrease)

Change

2025

2024

(Decrease)

Change

North American Towable units

~~315~~61,~~179~~332

~~336~~67,~~601~~029

(215,~~422~~697)

(68.45)

North American Motorized units

398,~~957~~771

459,~~277~~783

(51,~~320~~012)

(1110.73)

Total

~~355~~70,~~136~~103

~~381~~76,~~878~~812

(266,~~742~~709)

(78.07)

Note: Data reported by Stat Surveys is based on official state and provincial records. This information is subject to adjustment, is continuously updated and is often impacted by delays in reporting by various states or provinces.

While we anticipate that near-term demand will be influenced by many factors, including consumer confidence and the level of consumer spending on discretionary products, we believe future retail demand over the longer term will exceed historical, pre-pandemic levels. We believe interest in the RV lifestyle remains high as consumers continue to value the perceived benefits offered by the RV lifestyle, which provides people with the ability to connect with loved ones and nature as well as the potential to get away for short, frequent breaks or longer adventures.

Company North American Wholesale Statistics

The Company’s North American wholesale RV shipments, for the calendar ~~years~~quarters ended ~~December~~March 31, ~~2024~~2025 and ~~2023~~2024 to correspond to the North American industry wholesale periods noted above, were as follows:

U.S. and Canada Wholesale Unit Shipments

Calendar Year

Increase

Calendar Quarter Ended March 31,

Increase

2024

2023

(Decrease)

Change

2025

2024

(Decrease)

Change

North American Towable units

~~116~~34,~~913~~867

~~102~~29,~~141~~693

145,~~772~~174

1417.54

North American Motorized units

164,~~099~~875

214,~~416~~831

~~(5,317)~~44

~~(24~~0.8)9

Total

~~133~~39,~~012~~742

~~123~~34,~~557~~524

95,~~455~~218

715.71

Company North American Retail Statistics

Retail statistics of the Company’s North American RV products, as reported by Stat Surveys, for the calendar ~~years~~quarters ended ~~December~~March 31, ~~2024~~2025 and ~~2023~~2024 to correspond to the North American industry retail periods noted above, were as follows:

U.S. and Canada Retail Unit Registrations

Calendar Year

Increase

Calendar Quarter Ended March 31,

Increase

2024

2023

(Decrease)

Change

2025

2024

(Decrease)

Change

North American Towable units

~~119~~22,~~656~~951

~~136~~26,~~468~~237

(163,~~812~~286)

(12.35)

North American Motorized units

184,~~862~~023

224,~~060~~672

(~~3,198~~649)

(1413.59)

Total

~~138~~26,~~518~~974

~~158~~30,~~528~~909

(203,~~010~~935)

(12.67)

North American Outlook

Historically, RV industry sales have been impacted by a number of economic conditions faced by RV dealers, and ultimately retail consumers, such as the ~~rate~~level of ~~unemployment~~consumer confidence, the rate of ~~inflation~~unemployment, the ~~level~~rate of ~~consumer confidence~~inflation, the disposable income of consumers, interest rates, credit availability, the health of the housing market, tax rates and fuel availability and prices. We believe these factors will continue to affect retail sales in fiscal 2025. In addition, due to inflationary pressures, including the impact of higher tariffs, current interest rates and other factors, we believe that RV dealers will be continuously reevaluating their desired stocking levels, which may result in lower than historical dealer inventory stocking levels on a unit basis. It is difficult to predict the extent to which any or all of these factors will impact the RV industry or our business in a particular future period, however, we currently believe the remainder of fiscal 2025 will continue to be negatively impacted by these factors.

Despite the continuing near-term challenges, we remain optimistic about the future of North American retail sales in the long term, as there are many factors driving product interest. Surveys conducted by THOR, RVIA and others show that Americans of all generations love the freedom of the outdoors and the enrichment that comes with living an active lifestyle. RVs allow people to be in control of their travel experiences, going where they want, when they want and with the people they want. The RV units we design, produce and sell allow people to spend time outdoors pursuing their favorite activities, creating cherished moments and deeply connecting with family and friends. Based on the ongoing value consumers place on these factors, we expect to see long-term growth in the North American RV industry. The growth in industry-wide RV sales during late calendar year 2020 through early calendar year 2023 resulted in exposing a wider range of consumers to the RV lifestyle. As a result, we believe many of those who have been exposed to the industry for the first time will become future owners once general economic conditions improve, and that those who became first-time owners since the onset of the pandemic will become long-term RVers, resulting in future repeat and upgrade sales opportunities. We also believe many consumers are likely to continue opting for fewer vacations via air travel, cruise ships and hotels, while preferring vacations that RVs are uniquely positioned to provide, allowing consumers the ability to explore or unwind, often close to home. In addition, we believe that the availability of camping and RV parking facilities will be an important factor in the future growth of the industry and view both the significant recent investments and the committed future investments by campground owners, states and the federal government in camping facilities and accessibility to state and federal parks and forests to be positive long-term factors.

Economic and industry-wide factors that have historically affected, and which we believe will continue to affect, our operating results include the costs of commodities, the availability of critical supply components and labor costs incurred in the production of our products. Material and labor costs are the primary factors determining our cost of products sold, and any future increases in raw material or labor costs will impact our profit margins negatively if we are unable to offset those cost increases through a combination of product recontenting, material sourcing strategies, efficiency improvements or raising the selling prices for our products by corresponding amounts. We are closely monitoring the ~~potential for the~~ imposition of new orand ~~additional~~higher U.S. tariffs on imports, as well as ~~potential~~ retaliatory tariffs or other measures certain other countries have already or may impose on U.S. imports, that may increase our material costs or disrupt our supply of materials. We are currently uncertain as to the ultimate impact these measures may have given the rapidly changing environment surrounding tariffs and other related political topics. ~~Historically~~The impact of increased or new tariffs in our fiscal third quarter was modest due to the timing of the announced tariffs and us working with our vendors regarding the extent and timing of any resultant cost increases. We would expect additional tariff impacts on our upcoming fourth quarter results, but it is difficult to assess the ultimate impact they may have given the ongoing changes in tariff rates, what components will be impacted and when, plus the fact that we are often not importing products or components directly but rather through third-party vendors and therefore do not have ~~generally~~complete ~~been~~visibility ~~able~~regarding the timing or impact on the pricing of components we purchase. We intend to ~~offset~~continue ~~net~~negotiations ~~cost~~with ~~increases~~our ~~over~~vendors ~~time~~regarding the timing and extent of any tariff pass-through costs, and where possible, will seek alternative supply sources with lower-priced components.

ItHistorically, iswe ~~extremely~~have ~~difficult~~generally been able to ~~predict~~offset ~~when~~net orcost ~~whether~~increases ~~future~~over ~~supply~~time, ~~chain~~but ~~issues~~given ~~related~~the tosize ~~chassis~~and ornature ~~other~~of ~~components~~the ~~used~~tariffs currently in the ~~production~~process of ~~RVs~~being ~~will~~implemented ~~arise.~~and ~~Modifying~~future ~~available~~tariffs ~~chassis~~being ~~for~~discussed, ~~certain~~it ~~motorized~~may ~~products~~not tobe ~~use~~possible ~~for~~or ~~other~~desirable ~~products~~for isus ~~not~~to apass ~~viable~~on ~~alternative, particularly in~~ the ~~short~~full ~~term,~~impact ~~due~~of totariff ~~engineering~~increases ~~requirements.~~immediately ~~Uncertainties~~as ~~related~~we toare ~~changing~~conscious ~~state~~of ~~and~~the ~~federal~~impact ~~emission~~it ~~standards~~likely ~~may~~would ~~also~~have ~~negatively~~on ~~impact~~ the ~~availability~~retail ofconsumer ~~chassis~~and ~~used~~their indemand for our ~~production~~products. ofOnce ~~certain~~a ~~North~~clearer ~~American motorized RVs~~ and ~~could~~more ~~also~~certain ~~impact~~picture ~~consumer~~of ~~buying~~the ~~patterns.~~tariff ~~The~~environment ~~North~~is ~~American recreational vehicle industry has~~established, ~~from~~we ~~time~~will tobe ~~time~~ in ~~the~~a ~~past,~~position ~~experienced~~to ~~shortages~~more offully ~~chassis~~assess ~~for~~the ~~various~~potential ~~reasons,~~impact ~~including~~tariffs ~~component~~may ~~shortages,~~have ~~production~~on ~~delays~~our orproduct ~~other~~selling ~~production~~prices ~~issues~~ and ~~work~~our ~~stoppages~~operating ~~at the chassis manufacturers~~results.

While the North American RV industry has at times faced supply shortages or delivery delays of other, non-chassis raw material components, the supply chain is currently able to support our demand. If any of these factors were to impact our suppliers’ ability to fully supply our needs for key components, our costs of such components and our production output could be adversely affected.

It is extremely difficult to predict when or whether future supply chain issues related to chassis or other components used in the production of RVs will arise, especially when considering the impact tariffs may have on the availability of goods. Modifying available chassis for certain motorized products to use for other products is not a viable alternative, particularly in the short term, due to engineering requirements. Uncertainties related to changing state and federal emission standards may also negatively impact the availability of chassis used in our production of certain North American motorized RVs and could also impact consumer buying patterns. The North American recreational vehicle industry has, from time to time in the past, experienced shortages of chassis for various reasons, including component shortages, production delays or other production issues and work stoppages at the chassis manufacturers.

While the North American RV industry has at times faced supply shortages or delivery delays of other, non-chassis raw material components, the supply chain is currently able to support our demand, but that could change quickly given the current and potential future impact tariffs may have on supply. If any of these factors were to impact our suppliers’ ability to fully supply our needs for key components, our costs of such components and our production output could be adversely affected.

Industry Outlook — Europe

The Company monitors industry conditions in the European RV market using a number of resources including its own performance tracking and modeling. The Company also considers retail trends in the European RV market as reported by the European Caravan Federation (“ECF”) and its members. On a monthly basis, the Company receives OEM-specific reports for most of the individual member countries that make up the ECF through the Caravaning Industrie Verband e.V. (“CIVD”). The timing of these reports may vary, but typically they are issued on a one-to-two-month lag. While most countries provide OEM-specific information, the United Kingdom, which made up 1817.87% and 10.34% of the caravan and motorcaravan (including campervans) European market for the ~~calendar~~three ~~year~~months ended ~~December~~March 31, ~~2024~~2025, respectively, does not provide OEM-specific information. Industry wholesale shipment data for the European RV market is not available.

Within Europe, over 90% of our sales are made to dealers within 10 different European countries. The market conditions, as well as the operating status of our independent dealers within each country, vary based on the various local economic and other conditions. It is inherently difficult to generalize about the operating conditions within the entire European region.

Independent dealer inventory of our European RV products as of ~~January~~April 3130, 2025 ~~increased~~decreased 3.6.9% to approximately 2523,~~700~~000 units as compared to approximately 24,~~800~~700 units as of ~~January~~April 3130, 2024. In both Germany, which accounts for approximately 60% of our European product sales, and in the other various countries we serve, independent RV dealer inventory levels of our motorized European products are generally in line with historic seasonal levels, while towable inventory is slightly elevated.

THOR’s European RV backlog as of ~~January~~April 3130, 2025 decreased $1591,~~102~~511,~~292,~~ or 4030.16%, to $1,~~644~~343,~~015~~608 compared to $21,~~746~~935,~~307~~119 as of ~~January~~April 3130, 2024, primarily due to improved chassis supply availability as chassis constraints in the prior year resulted in ~~significantly~~ elevated backlogs as of ~~January~~April 3130, 2024. The current backlog, ~~levels~~measured ~~remain~~in U.S. dollars, remains higher than historic seasonal levels.

European Industry Retail Statistics

Key retail statistics for the European RV industry, as reported by the ECF for the periods indicated, are as follows:

	European Unit Registrations
	Motorcaravan and Campervan (2)			Caravan
	Calendar Year		%	Calendar Year		%
	Calendar Quarter Ended March 31,		%	Calendar Quarter Ended March 31,		%
	2024	2023	Change	2024	2023	Change
	2025	2024	Change	2025	2024	Change
OEM Reporting Countries (1)	~~138~~31,~~743~~838	~~129~~35,~~269~~528	7(10.34)	4610,~~628~~036	4710,~~740~~743	(26.36)
Non-OEM Reporting Countries (1)	214,~~599~~978	175,~~221~~033	25(1.41)	142,~~237~~908	163,~~113~~889	(1125.62)
Total	~~160~~36,~~342~~816	~~146~~40,~~490~~561	(9.52)	6012,~~865~~944	6314,~~853~~632	(411.75)

(1)Industry retail registration statistics have been compiled from individual countries' reporting of retail sales, and include the following countries: Germany, France, Sweden, Netherlands, Norway, Italy, Spain and others, collectively the “OEM Reporting Countries.” The “Non-OEM Reporting Countries” are primarily the United Kingdom and others. Total European unit registrations are reported quarterly by the ECF.

(2)The ECF reports motorcaravans and campervans together.

Note: Data from the ECF is subject to adjustment, is continuously updated and is often impacted by delays in reporting by various countries. (The "Non-OEM Reporting Countries" either do not report OEM-specific data to the ECF or do not have it available for the entire time period covered).

Company European Retail Statistics (1)

European Unit Registrations (1)

Calendar Year

Increase

Calendar Quarter Ended March 31,

Increase

2024

2023

(Decrease)

Change

2025

2024

(Decrease)

Change

Motorcaravan and Campervan

348,~~506~~003

279,~~006~~152

7(1,~~500~~149)

27(12.86)

Caravan

81,~~398~~613

81,~~704~~898

(~~306~~285)

(315.50)

Total OEM-Reporting Countries

429,~~904~~616

3511,~~710~~050

7(1,~~194~~434)

20(13.10)

(1)Company retail registration statistics have been compiled from individual countries reporting of retail sales, and include the following countries: Germany, France, Sweden, Netherlands, Norway, Italy, Spain and others, collectively the “OEM Reporting Countries.”

Note: Data from the ECF is subject to adjustment, is continuously updated and is often impacted by delays in reporting by various countries.

European Outlook

Our European operations offer a full lineup of leisure vehicles including caravans and motorized products including urban vehicles, campervans and small-to-large motorcaravans. Our product offerings are not limited to vehicles only but also include accessories and services, including vehicle rentals. We address European retail customers through a sophisticated brand management approach based on consumer segmentation according to target group, core values and emotions. With the assistance of data-based and digital marketing, we intend to continue expanding our retail customer reach to new and younger consumer segments.

The impact of current macroeconomic factors on our business, including inflation and interest rates, ~~supply chain constraints,~~ environmental and sustainability regulations and geopolitical events, is uncertain. Our outlook for future European RV retail sales depends upon the various economic and regulatory conditions in the respective countries in which we sell our products. End-customer demand for RVs depends strongly on consumer confidence. Factors such as the rate of unemployment, the rate of inflation, private consumption and investments, the level of disposable income of consumers, interest rates, the health of the housing market, tax rates and regulatory restrictions and, since the pandemic, travel safety considerations all influence retail sales. While confidence remains in our customer base, in the short term, we expect to continue to experience downward pressure on overall sales volume due to the current macroeconomic environment and a prolonged shift in consumer preferences. Our long-term outlook for future growth in European RV retail sales remains positive due to favorable demographic trends and as more people ~~discover~~utilize RVs as a way to support their lifestyle in search of independence and individuality, as well as using the RV as a multi-purpose vehicle to escape urban life and explore outdoor activities and nature.

We and our independent European dealers market our European recreational vehicles through multiple avenues including at numerous RV fairs at the country and regional levels which occur throughout the calendar year. These fairs have historically been well-attended events that allow retail consumers the ability to see the newest products, features and designs and to talk with product experts in addition to being able to purchase or order an RV. The most recent CMT Show in Stuttgart in late January 2025, which experienced near-record attendance, demonstrates the continued high level of interest and consumer demand in the RV lifestyle. In addition to our attendance at various strategic trade fairs, we have and will continue to strengthen and expand our digital activities to reach high potential target groups, generate leads and steer customers directly to dealerships. With approximately 1,100 active independent dealers in Germany and throughout Europe with whom we do business, we believe our European brands have one of the strongest and most professionally structured dealer and service networks in Europe.

Economic or industry-wide factors affecting our European RV operating results include the availability and costs of commodities and component parts and the labor used in the manufacture of our products. Material and labor costs are the primary factors determining our cost of products sold and any future increases in these costs will impact our profit margins negatively if we are unable to offset those cost increases through a combination of product recontenting, material sourcing strategies, efficiency improvements or raising the selling prices for our products by corresponding amounts.

While overall chassis supply has improved, disruption in the sequence of chassis supply has in the past, and could in the future, inhibit our ability to efficiently and consistently maintain our planned production levels. Uncertainties related to changing emission standards may also negatively impact the availability of chassis used in our production of certain European motorized RVs and could also impact consumer buying patterns.

~~Where~~We ~~possible,~~and toour ~~minimize~~independent European dealers market our European recreational vehicles through multiple avenues including at numerous RV fairs at the ~~future~~country ~~impact~~and ofregional ~~supply~~levels ~~chain~~which ~~constraints,~~occur wethroughout the calendar year. These fairs have ~~identified~~historically abeen ~~second~~well-~~source~~attended ~~supplier~~events ~~base~~that ~~for~~allow ~~certain~~retail ~~component~~consumers ~~parts;~~to ~~however,~~see the ~~engineering~~newest ~~requirements~~products, ~~associated~~features and designs and to talk with product experts in addition to being able to purchase or order an ~~alternate~~RV. ~~component~~The ~~part,~~most ~~particularly~~recent major industry fair, the ~~chassis~~CMT onShow in Stuttgart in late January 2025, experienced near-record attendance, which demonstrates the continued high level of interest and consumer demand in the RV lifestyle. In addition to our attendance at various ~~units~~strategic ~~are~~trade ~~built~~fairs, ~~limit~~we ~~the~~have ~~impact~~and will continue to strengthen and expand our digital activities to reach high potential target groups, generate leads and steer customers directly to dealerships. With approximately 1,100 active independent dealers in Germany and throughout Europe with whom we do business, we believe our European brands have one of ~~these~~the ~~alternative~~strongest ~~suppliers~~and onmost ~~reducing~~professionally ~~any~~structured ~~near-term~~dealer ~~supply~~and ~~constraints~~service networks in Europe.

InEconomic ~~addition~~or toindustry-wide ~~potential~~factors ~~future~~affecting ~~material~~our ~~supply~~European ~~constraints,~~RV ~~labor~~operating ~~shortages~~results ~~have~~include the availability and costs of commodities and component parts and the labor used in the ~~past,~~manufacture of our products. Labor agreements and ~~could~~various governmental regulations are primary drivers in the ~~future,~~cost of our labor force and impact how and when we can adjust our ~~European~~labor ~~operations~~force ~~given~~to ~~the~~align ~~numerous~~with changing production needs. Adjusting our full-time workforce downwards in most of the locations where ~~our~~we ~~manufacturing~~operate ~~sites~~in ~~are~~Europe ~~located~~generally results in negotiated separation costs. Material and labor costs are the ~~differing~~primary ~~availability~~factors determining our cost of ~~skilled~~products ~~labor~~sold and any future increases in these costs could negatively impact our profit margins if we are unable to offset those ~~locations~~costs through a combination of product recontenting, material sourcing strategies, efficiency improvements, headcount reductions or raising the selling prices for our products by corresponding amounts.

While overall chassis supply has improved, disruption in the sequence of chassis supply has in the past inhibited, and could in the future, inhibit our ability to efficiently and consistently maintain our planned production levels. Uncertainties related to changing emission standards may also negatively impact the availability of chassis and/or other components used in our production of certain European motorized RVs and could also impact consumer buying patterns.

When possible, to minimize the future impact of supply chain constraints, we have identified a second-source supplier base for certain component parts; however, engineering requirements associated with an alternate component part, particularly the chassis on which our various units are built, could limit the impact of these alternative suppliers on reducing any near-term supply constraints.

In addition to potential future material supply constraints, labor shortages have in the past impacted, and could in the future, impact our European operations given the numerous locations where our manufacturing sites are located and the differing availability of skilled labor in those locations. As previously noted, high levels of labor costs and limitations on our ability to reduce those costs commensurate with market conditions have in the past, and could in the future, negatively impact our European operations.

Three Months Ended ~~January~~April 3130, 2025 Compared to the Three Months Ended ~~January~~April 3130, 2024

NET SALES:

Three Months ~~EndedJanuary~~EndedApril 3130, 2025

Three Months ~~EndedJanuary~~EndedApril 3130, 2024

ChangeAmount

%Change

Recreational vehicles

North American Towable

~~828~~1,~~266~~168,878

~~730~~1,~~968~~071,393

97,~~298~~485

139.31

North American Motorized

~~446~~666,~~298~~686

~~570~~646,~~424~~948

~~(124~~19,~~126)~~738

~~(21~~3.8)1

Total North America

1,~~274~~835,564

1,~~301~~718,~~392~~341

~~(26~~117,~~828)~~223

(26.1)8

European

~~612~~883,~~465~~542

~~782~~931,~~294~~061

(~~169~~47,~~829~~519)

(215.71)

Total recreational vehicles

12,~~887~~719,~~029~~106

2,~~083~~649,~~686~~402

~~(196~~69,~~657)~~704

(92.4)6

Other

~~185~~258,~~653~~427

~~166~~216,~~534~~227

1942,~~119~~200

1119.5

Intercompany eliminations

(5482,~~575~~717)

(4264,~~851~~516)

(1118,~~724~~201)

(2728.42)

Total

2,~~018~~894,~~107~~816

2,~~207~~801,~~369~~113

~~(189~~93,~~262)~~703

(83.6)3

# OF UNITS:

Recreational vehicles

North American Towable

2836,~~013~~077

2134,~~958~~193

61,~~055~~884

275.65

North American Motorized

35,~~526~~507

4,~~438~~964

~~(912)~~543

~~(20~~10.5)9

Total North America

3141,~~539~~584

2639,~~396~~157

52,~~143~~427

196.52

European

913,~~442~~495

1315,~~080~~363

(31,~~638~~868)

(2712.82)

Total

4055,~~981~~079

3954,~~476~~520

~~1,505~~559

31.80

GROSS PROFIT:			% ofSegment Net Sales			% ofSegment Net Sales	ChangeAmount		%Change
Recreational vehicles
North American Towable	$	91174,~~646~~317	1114.19	$	53138,~~897~~103	712.49	$	3736,~~749~~214	7026.02
North American Motorized	3470,~~741~~297		710.85	6071,~~721~~753		1011.61	(251,~~980~~456)		(422.80)
Total North America	~~126~~244,~~387~~614		913.93	~~114~~209,~~618~~856		812.82	1134,~~769~~758		1016.36
European	80142,~~929~~830		1316.2	~~119~~162,~~325~~915		1517.35	(3820,~~396~~085)		(3212.23)
Total recreational vehicles	~~207~~387,~~316~~444		1114.02	~~233~~372,~~943~~771		1114.21	~~(26~~14,~~627)~~673		~~(11~~3.4)9
Other, net	3755,~~881~~675		2021.45	3649,~~904~~081		22.27	~~977~~6,594		213.64
Total	$	~~245~~443,~~197~~119	1215.13	$	~~270~~421,~~847~~852	1215.31	$	~~(25~~21,~~650)~~267	~~(9.~~5).0

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Recreational vehicles
North American Towable	$	5973,~~333~~096	76.23	$	5664,~~006~~895	76.71	$	38,~~327~~201	512.96
North American Motorized	2734,~~033~~332		65.1	3034,~~792~~489		5.43	(~~3,759~~157)		(120.25)
Total North America	86107,~~366~~428		65.89	8699,~~798~~384		65.78	~~(432)~~8,044		(08.5)1
European	6779,~~296~~937		119.0	6972,~~263~~167		87.98	(17,~~967)~~770		(210.8)
Total recreational vehicles	~~153~~187,~~662~~365		86.19	~~156~~171,~~061~~551		76.5	(215,~~399)~~814		(19.5)2
Other	1921,~~420~~882		108.5	19,~~049~~731		119.41	~~371~~2,151		110.9
Corporate	3329,~~140~~026		—	4535,~~015~~233		—	(116,~~875~~207)		(2617.46)
Total	$	~~206~~238,~~222~~273	108.2	$	~~220~~226,~~125~~515	108.01	$	~~(13~~11,~~903)~~758	(65.3)2

INCOME (LOSS) BEFORE INCOME TAXES:	Three Months ~~EndedJanuary~~EndedApril 3130, 2025		% ofSegment Net Sales	Three Months ~~EndedJanuary~~EndedApril 3130, 2024		% ofSegment Net Sales	ChangeAmount		%Change
Recreational vehicles
North American Towable	$	2897,~~152~~587	38.43	$	~~661~~68,409	06.14	$	2729,~~491~~178	~~4,159~~42.07
North American Motorized	432,~~298~~883		14.09	2633,~~460~~172		45.61	(~~22,162~~289)		(830.89)
Total North America	32130,~~450~~470		27.51	27101,~~121~~581		25.19	528,~~329~~889		1928.64
European	246,~~210~~299		05.42	3877,~~057~~382		48.93	(3531,~~847~~083)		(9440.2)
Total recreational vehicles	34176,~~660~~769		16.85	~~65,~~178,963		36.18	(302,~~518~~194)		(461.82)
Other, net	825,~~268~~041		49.57	718,~~343~~831		48.47	~~925~~6,210		1233.60
Corporate	(4446,~~528~~230)		—	(6555,~~627~~444)		—	219,~~099~~214		3216.16
Total	$	(1155,~~600)~~580	(05.1)4	$	6142,~~894~~350	05.31	$	(813,~~494)~~230	~~(123~~9.2)3

ORDER BACKLOG:

As ~~ofJanuary~~ofApril 3130, 2025

As ~~ofJanuary~~ofApril 3130, 2024

ChangeAmount

%Change

Recreational vehicles

North American Towable

1634,~~073,758~~318

~~836~~741,~~202~~302

~~237~~(106,~~556~~984)

28(14.4)

North American Motorized

1883,~~124,735~~739

1925,~~072,687~~829

52(42,~~048~~090)

(4.95)

Total North America

21,~~198~~518,~~493~~057

1,~~908~~667,~~889~~131

~~289~~(149,~~604~~074)

15(8.29)

European

1,~~644~~343,~~015~~608

21,~~746~~935,~~307~~119

(1591,~~102,292~~511)

(4030.16)

Total

32,~~842~~861,~~508~~665

43,~~655~~602,~~196~~250

(~~812~~740,~~688~~585)

(1720.56)

CONSOLIDATED

Consolidated net sales for the three months ended ~~January~~April 3130, 2025 ~~decreased~~increased $~~189~~93,~~262~~703, or 83.63%, compared to the three months ended ~~January~~April 3130, 2024. Approximately 30.35% of the Company’s consolidated net sales for the quarter ended ~~January~~April 3130, 2025 were transacted in a currency other than the U.S. dollar. The Company’s most material exchange rate exposure is sales in Euros. The $~~189~~93,~~262~~703 ~~decrease~~increase in consolidated net sales includes aan ~~decrease~~increase of $212,~~953~~663 from the change in currency exchange rates between the two periods. To determine this impact, net sales transacted in currencies other than U.S. dollars have been translated to U.S. dollars using the average exchange rates that were in effect during the comparative periods.

Consolidated gross profit for the three months ended ~~January~~April 3130, 2025 ~~decreased~~increased $2521,~~650~~267, or 9.5.0%, compared to the three months ended ~~January~~April 3130, 2024. Consolidated gross profit was 1215.13% of consolidated net sales for the three months ended ~~January~~April 3130, 2025 and 1215.31% for the three months ended ~~January~~April 3130, 2024. The ~~decreases~~increases in consolidated gross profit and the consolidated gross profit percentage were both primarily due to the impact of the ~~decrease~~increase in consolidated net sales ~~in the current-year quarter~~ compared to the prior-year quarter.

Selling, general and administrative expenses for the three months ended ~~January~~April 3130, 2025 ~~decreased~~increased $1311,~~903~~758, or 65.32%, compared to the three months ended ~~January~~April 3130, 2024, primarily due to the ~~overall decrease in Corporate selling, general and administrative expense as discussed below, as well as the~~ impact of the 83.63% ~~decrease~~increase in consolidated net sales and ~~the~~an ~~decrease~~increase in ~~consolidated~~incentive ~~income~~compensation ~~before~~costs ~~income~~driven ~~taxes,~~by ~~which~~the ~~resulted~~increase in ~~lower~~income ~~related~~before ~~sales~~income ~~commissions and other incentive compensation~~taxes.

The ~~decrease~~increase in net expense included in Other income (expense), net of $169,~~246~~616 for the three months ended ~~January~~April 3130, 2025 as compared to the three months ended ~~January~~April 3130, 2024 is primarily due to the unfavorable ~~changes~~change in Corporate other income and expenses as discussed below asrelative ~~well~~to asthe ~~larger~~fair ~~gains~~value onof the ~~dispositions~~Company's ofdeferred ~~property,~~compensation ~~plant~~plan ~~and~~assets ~~equipment~~due into market value fluctuations between the ~~prior-year~~two ~~quarter~~periods.

The ~~decrease~~increase of $813,~~494~~230, or ~~123~~9.23%, in income ~~(loss)~~ before income taxes for the three months ended ~~January~~April 3130, 2025 as compared to the three months ended ~~January~~April 3130, 2024 was primarily driven by the ~~decrease~~increase in consolidated net sales and the improved gross profit percentage.

The overall effective income tax rate for the three months ended ~~January~~April 3130, 2025 was ~~(93~~13.1)9% compared with 2220.72% for the three months ended ~~January~~April 3130, 2024. The year-over-year change is a result of the jurisdictional mix of earnings between foreign and domestic operations, inclusive of ~~non-deductible~~certain foreign exchange ~~losses~~gains not subject to taxation, ~~which~~during ~~had~~the athree ~~greater~~months ~~percentage~~ended ~~impact~~April on30, ~~the~~2025. ~~effective~~In addition, income tax ~~rate~~benefits ~~during~~were ~~the~~recorded ~~three~~from ~~months~~certain ~~ended~~tax ~~January~~provision ~~31,~~adjustments ~~2025~~that asprimarily ~~compared~~resulted tofrom changes in estimates while completing the prior-year ~~quarter~~return during the three months ended April 30, 2025.

Additional information concerning the changes in net sales, gross profit, selling, general and administrative expenses and income ~~(loss)~~ before income taxes are addressed below and in the segment reporting that follows.

Corporate costs included in consolidated selling, general and administrative expenses decreased $116,~~875~~207 for the three months ended ~~January~~April 3130, 2025 compared to the three months ended ~~January~~April 3130, 2024. This decrease included a decrease in deferred compensation expense of $79,~~092~~663 due to market value fluctuations between the two periods, which was primarily offset by the decrease in other income related to the deferred compensation plan assets noted below. ~~Legal~~This ~~and~~decrease ~~professional~~was ~~fees also decreased $7,907, primarily due to the prior-year period including $7,175 in third-party fees related to the November 2023 debt refinancing. These decreases were~~ partially offset by the prior-year quarter including $42,~~200~~700 of income from adjustments made related to the matters discussed in Note 14 to the Condensed Consolidated Financial Statements.

Net expense included in Corporate interest and other income and expense decreased $93,~~224~~007 for the three months ended ~~January~~April 3130, 2025 compared to the three months ended ~~January~~April 3130, 2024., ~~Net~~primarily ~~interest~~due ~~expense~~to ~~decreased~~a decrease of $149,~~835~~389 ~~primarily~~in net interest expense due to lower average outstanding debt balances and lower interest rates, inand ~~addition to~~ the ~~prior-year~~recorded ~~interest~~operating ~~expense~~results ~~including debt extinguishment charges~~ of ~~$7,566~~our ~~related~~equity toinvestments ~~the~~as ~~November~~discussed ~~2023 debt refinancing. In addition, there was a favorable change of $1,800~~ in ~~the~~Note ~~non-cash~~8 ~~foreign currency adjustments related~~ to ~~certain~~the ~~Euro-denominated~~Condensed ~~loans~~Consolidated ~~compared~~Financial toStatements ~~the~~improved ~~prior-year~~by ~~period~~$3,047. These favorable changes were partially offset by a decrease of $89,~~371~~378 in other income on the fair value of the Company's deferred compensation plan assets due to market value fluctuations between the two periods.

Segment Reporting

NORTH AMERICAN TOWABLE RECREATIONAL VEHICLES

Analysis of the change in net sales for the three months ended ~~January~~April 3130, 2025 compared to the three months ended ~~January~~April 3130, 2024:

Three Months EndedJanuary 31, 2025

% ofSegmentNet Sales

Three Months EndedJanuary 31, 2024

% ofSegmentNet Sales

Change Amount

%Change

Three Months EndedApril 30, 2025

% ofSegmentNet Sales

Three Months EndedApril 30, 2024

% ofSegmentNet Sales

Change Amount

%Change

NET SALES:

North American Towable

Travel Trailers

~~518~~676,~~620~~680

6257.69

~~471~~720,~~483~~194

6467.52

47(43,~~137~~514)

10(6.0)

Fifth Wheels

~~309~~492,~~646~~198

3742.41

~~259~~351,~~485~~199

3532.58

50140,~~161~~999

1940.31

Total North American Towable

~~828~~1,~~266~~168,878

100.0

~~730~~1,~~968~~071,393

100.0

97,~~298~~485

139.31

Three Months EndedJanuary 31, 2025

% ofSegmentShipments

Three Months EndedJanuary 31, 2024

% ofSegmentShipments

Change Amount

%Change

Three Months EndedApril 30, 2025

% ofSegmentShipments

Three Months EndedApril 30, 2024

% ofSegmentShipments

Change Amount

%Change

# OF UNITS:

North American Towable

Travel Trailers

2328,~~140~~417

8278.68

1728,~~652~~526

8083.4

~~5,488~~(109)

31(0.14)

Fifth Wheels

47,~~873~~660

1721.42

45,~~306~~667

1916.6

~~567~~1,993

1335.2

Total North American Towable

2836,~~013~~077

100.0

2134,~~958~~193

100.0

61,~~055~~884

275.65

IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:

%Change

North American Towable

Travel Trailers

(215.16)

Fifth Wheels

64.19

Total North American Towable

~~(14.~~3).6

The increase in total North American Towable net sales of 139.31% compared to the prior-year quarter resulted from a 275.65% increase in unit shipments and a ~~14.~~3.6% ~~decrease~~increase in the overall net price per unit due to the combined impact of changes in product mix and price. The increase in unit shipments is primarily due to ~~the~~an ~~higher~~increase ~~demand~~in ~~for~~fifth ~~the~~wheel ~~lower-cost~~unit ~~travel trailer units~~sales, which increased 3135.12% over the prior-year quarter. According to statistics published by RVIA, for the three months ended ~~January~~April 3130, 2025, combined North American travel trailer and fifth wheel wholesale unit shipments increased 1110.27% compared to the same period last year. According to the most recently published statistics from Stat Surveys, for the three months ended ~~December~~March 31, ~~2024~~2025 and ~~2023~~2024, our North American market share for travel trailers and fifth wheels combined was 3638.12% and 3940.71%, respectively. Comparisons of Company shipments to industry shipments on a quarterly basis would not necessarily be indicative of the results expected for a full fiscal year.

The decrease in the overall net price per unit within the travel trailer product line of 215.16% was primarily due to acurrent ~~change in~~ product mix trending toward the more moderately-priced units as compared to the prior-year quarter. The increase in the overall net price within the fifth wheel product line of 64.19% was primarily due to product mix changes and lower sales discounting as compared to the prior-year quarter.

North American Towable cost of products sold increased $5961,~~549~~271 to $~~736~~994,~~620~~561, or 8885.91% of North American Towable net sales, for the three months ended ~~January~~April 3130, 2025 compared to $~~677~~933,~~071~~290, or 9287.61% of North American Towable net sales, for the three months ended ~~January~~April 3130, 2024. Changes in material, labor, freight-out and warranty costs comprised $60,~~277~~161 of the $5961,~~549~~271 increase in cost of products sold. Material, labor, freight-out and warranty costs as a combined percentage of North American Towable net sales decreased to 7978.82% for the three months ended ~~January~~April 3130, 2025 compared to 8279.26% for the three months ended ~~January~~April 3130, 2024, primarily due to adecreases ~~decrease~~ in ~~the~~both ~~material cost percentage from~~ the ~~combined~~freight-out ~~net favorable impacts of lower sales discounting~~ and ~~cost-saving initiatives. The~~ warranty cost ~~percentage also improved~~percentages.

Total manufacturing overhead ~~decreased~~increased a slight $~~728~~1,110 in correlation with the net sales increase, but decreased as a percentage of North American Towable net sales from 107.45% to 96.19% as the increased net sales levels resulted in lower overhead costs per unit sold.

The increase in North American Towable gross profit of $3736,~~749~~214 for the three months ended ~~January~~April 3130, 2025 compared to the three months ended ~~January~~April 3130, 2024 was driven by the increase in North American Towable net sales, and the increase in the gross profit percentage is due to the decrease in the cost of products sold percentage noted above.

The increase in North American Towable selling, general and administrative expenses of $38,~~327~~201 for the three months ended ~~January~~April 3130, 2025 compared to the three months ended ~~January~~April 3130, 2024 was primarily due to the increase in North American Towable net sales and income before income taxes causing related commissions, incentive and other compensation costs to increase by $36,~~448~~010. ~~The~~Sales-related ~~decrease in the overall selling~~travel, ~~general~~advertising and ~~administrative~~promotional ~~expense~~costs asalso aincreased ~~percentage~~by ~~of North American Towable net sales is primarily due to the increase in net sales~~$1,079.

The increase in North American Towable income before income taxes of $2729,~~491~~178 for the three months ended ~~January~~April 3130, 2025 compared to the three months ended ~~January~~April 3130, 2024 was primarily due to the increase in North American Towable net sales, while North American Towable income before income taxes as a percentage of North American Towable net sales increased primarily due to the decrease in the cost of products sold percentage noted above.

NORTH AMERICAN MOTORIZED RECREATIONAL VEHICLES

Analysis of the change in net sales for the three months ended ~~January~~April 3130, 2025 compared to the three months ended ~~January~~April 3130, 2024:

Three Months EndedJanuary 31, 2025

% ofSegmentNet Sales

Three Months EndedJanuary 31, 2024

% ofSegmentNet Sales

ChangeAmount

%Change

Three Months EndedApril 30, 2025

% ofSegmentNet Sales

Three Months EndedApril 30, 2024

% ofSegmentNet Sales

ChangeAmount

%Change

NET SALES:

North American Motorized

Class A

~~148~~174,~~009~~783

3326.2

~~178~~211,~~308~~340

3132.37

(3036,~~299~~557)

(17.03)

Class C

~~204~~340,~~053~~530

4551.71

~~275~~312,~~632~~980

48.34

~~(71~~27,~~579)~~550

~~(26~~8.0)8

Class B

94151,~~236~~373

2122.17

~~116~~122,~~484~~628

2018.49

~~(22~~28,~~248)~~745

~~(19~~23.1)4

Total North American Motorized

~~446~~666,~~298~~686

100.0

~~570~~646,~~424~~948

100.0

~~(124~~19,~~126)~~738

~~(21~~3.8)1

Three Months EndedJanuary 31, 2025

% ofSegmentShipments

Three Months EndedJanuary 31, 2024

% ofSegmentShipments

ChangeAmount

%Change

Three Months EndedApril 30, 2025

% ofSegmentShipments

Three Months EndedApril 30, 2024

% ofSegmentShipments

ChangeAmount

%Change

# OF UNITS:

North American Motorized

Class A

~~847~~991

2418.0

~~875~~1,040

1921.70

(2849)

(34.27)

Class C

13,~~902~~243

5358.9

2,~~539~~867

57.28

~~(637)~~376

~~(25~~13.1)

Class B

~~777~~1,273

2223.1

1,~~024~~057

2321.12

~~(247)~~216

~~(24~~20.1)4

Total North American Motorized

35,~~526~~507

100.0

4,~~438~~964

100.0

~~(912)~~543

~~(20~~10.5)9

IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:

%Change

North American Motorized

Class A

(1312.86)

Class C

(04.93)

Class B

53.0

Total North American Motorized

(17.38)

The ~~decrease~~increase in total North American Motorized net sales of 213.81% compared to the prior-year quarter resulted from a 2010.59% ~~decrease~~increase in unit shipments and a 17.38% decrease in the overall net price per unit due to the impact of changes in product mix and price., ~~The decrease in unit shipments is~~ primarily ~~due~~within ~~to a softening in current dealer and consumer demand in comparison with~~ the ~~demand~~Class inA ~~the~~product ~~prior-year quarter~~line. According to statistics published by RVIA, for the three months ended ~~January~~April 3130, 2025, combined North American motorhome wholesale unit shipments decreased 197.13% compared to the same period last year. According to the most recently published statistics from Stat Surveys, for the three months ended ~~December~~March 31, ~~2024~~2025 and ~~2023~~2024, our North American market share for motorhomes was 4645.29% and 47.38%, respectively. Comparisons of Company shipments to industry shipments on a quarterly basis would not necessarily be indicative of the results expected for a full fiscal year.

The decrease in the overall net price per unit within the Class A product line of 1312.86% was ~~primarily~~mainly due to product mix changes, primarily a higher concentration in the current-year quarter of the more moderately-priced gas units as opposed to the higher-priced diesel units ~~in the current-year quarter~~, in addition to higher discounting levels. The decrease in the overall net price per unit within the Class C product line of 04.93% was primarily due to higher discounting levels. The increase in the overall net price per unit within the Class B product line of 53.0% was primarily due to ~~increases from~~ product mix changes and selective net selling price increases being partially offset by higher discounting levels ~~since~~compared to the prior-year quarter.

North American Motorized cost of products sold ~~decreased~~increased $9821,~~146~~194 to $~~411~~596,~~557~~389, or 9289.25% of North American Motorized net sales, for the three months ended ~~January~~April 3130, 2025 compared to $~~509~~575,~~703~~195, or 8988.49% of North American Motorized net sales, for the three months ended ~~January~~April 3130, 2024. The changes in material, labor, freight-out and warranty costs comprised $9123,~~286~~930 of the overall $9821,~~146~~194 ~~decrease~~increase primarily due to the ~~decreased~~increased net sales volume. Material, labor, freight-out and warranty costs as a combined percentage of North American Motorized net sales increased to 84.63% for the three months ended ~~January~~April 3130, 2025 compared to 8283.31% for the three months ended ~~January~~April 3130, 2024, with the increase mainly due to an increase in the material cost percentage, primarily due to increased sales discounting and product mix changes, partially offset by a decrease in the warranty cost percentage.

Total manufacturing overhead decreased $62,~~860~~736, inprimarily ~~correlation~~due ~~with~~to ~~the~~lower ~~net~~employee ~~sales~~insurance ~~decrease~~and benefit costs, ~~but~~and ~~increased~~decreased as a percentage of North American Motorized net sales from 75.18% to 75.62% as the ~~decrease~~increase in net sales levels and lower overhead costs resulted in ~~higher~~lower overhead costs per unit sold.

The slight decrease in North American Motorized gross profit of $251,~~980~~456 for the three months ended ~~January~~April 3130, 2025 compared to the three months ended ~~January~~April 3130, 2024 ~~was driven by the decrease in North American Motorized net sales,~~ and the decrease in the gross profit percentage iswere both primarily due to the increase in the cost of products sold percentage noted above.

~~The decrease in~~ North American Motorized selling, general and administrative expenses ofdecreased $~~3,759~~157 for the three months ended ~~January~~April 3130, 2025 compared to the three months ended ~~January~~April 3130, 2024 ~~was primarily due to the decreases in North American Motorized net sales~~ and ~~income~~there ~~before~~were ~~income~~no ~~taxes,~~changes ~~which~~of ~~caused~~significance ~~related~~within ~~commissions,~~its ~~incentive~~major ~~and~~cost ~~other compensation to decrease by $4,160~~components. The ~~increase~~decrease in the overall selling, general and administrative expense as a percentage of North American Motorized net sales is ~~primarily~~ due to the ~~decrease~~increase in North American Motorized net sales.

The slight decrease in North American Motorized income before income taxes of $~~22,162~~289 for the three months ended ~~January~~April 3130, 2025 compared to the three months ended ~~January~~April 3130, 2024 ~~was~~and ~~primarily due to~~ the decrease in ~~North~~percentage ~~American~~were ~~Motorized~~both ~~net~~due ~~sales,~~to ~~and~~ the ~~primary~~increase ~~reasons for the decrease~~ in ~~percentage were~~ the ~~increases in the~~ cost of products sold ~~and selling, general and administrative~~ expense ~~percentages~~percentage noted above.

EUROPEAN RECREATIONAL VEHICLES

Analysis of the change in net sales for the three months ended ~~January~~April 3130, 2025 compared to the three months ended ~~January~~April 3130, 2024:

Three Months EndedJanuary 31, 2025

% ofSegmentNet Sales

Three Months EndedJanuary 31, 2024

% ofSegmentNet Sales

ChangeAmount

%Change

Three Months EndedApril 30, 2025

% ofSegmentNet Sales

Three Months EndedApril 30, 2024

% ofSegmentNet Sales

ChangeAmount

%Change

NET SALES:

European

Motorcaravan

~~335~~481,~~646~~554

54.85

~~424~~492,~~813~~490

5452.39

(8910,~~167~~936)

(212.02)

Campervan

~~165~~252,~~964~~227

2728.15

~~244~~289,~~724~~450

31.31

(7837,~~760~~223)

(3212.29)

Caravan

4259,~~180~~083

6.97

5164,~~087~~379

6.59

(85,~~907~~296)

(178.42)

Other

6890,~~675~~678

1110.23

6184,~~670~~742

7.9.1

75,~~005~~936

117.40

Total European

~~612~~883,~~465~~542

100.0

~~782~~931,~~294~~061

100.0

(~~169~~47,~~829~~519)

(215.71)

Three Months EndedJanuary 31, 2025

% ofSegmentShipments

Three Months EndedJanuary 31, 2024

% ofSegmentShipments

ChangeAmount

%Change

Three Months EndedApril 30, 2025

% ofSegmentShipments

Three Months EndedApril 30, 2024

% ofSegmentShipments

ChangeAmount

%Change

# OF UNITS:

European

Motorcaravan

46,~~471~~484

4748.40

56,~~563~~601

4243.50

(~~1,092~~117)

(191.68)

Campervan

34,~~138~~632

3334.23

56,~~382~~194

4140.13

(21,~~244~~562)

(4125.72)

Caravan

12,~~833~~379

1917.47

2,~~135~~568

16.47

(~~302~~189)

(147.14)

Total European

913,~~442~~495

100.0

1315,~~080~~363

100.0

(31,~~638~~868)

(2712.82)

IMPACT OF CHANGES IN FOREIGN CURRENCY, PRODUCT MIX AND PRICE ON NET SALES:
	Foreign Currency %	Mix and Price %	%Change
European
Motorcaravan	(20.8)3	1(0.47)	(10.4)
Campervan	(20.8)3	12.30	912.53
Caravan	(20.8)3	(01.51)	(30.38)
Total European	(20.8)3	86.98	67.1

The decrease in total European Recreational Vehicle net sales of 215.71% compared to the prior-year quarter resulted from a 2712.82% decrease in unit shipments offset in part by a 67.1% increase in the overall net price per unit due to the total combined impact of changes in foreign currency, product mix and price. The decrease in European Recreational Vehicle net sales of $~~169~~47,~~829~~519 includes aan ~~decrease~~increase of $212,~~953~~663, or 20.83% netted in the 275.81% decrease, due to the ~~decrease~~increase in foreign exchange rates compared to the prior-year quarter. According to the most recently published statistics from the European Caravan Federation, our combined European market share for the three months ended March 31, 2025 and 2024 was approximately 23.0% and 23.9%, respectively.

The overall net price per unit increase of 67.1% includes a 20.83% ~~decrease~~increase due to the impact of foreign currency exchange rate changes and ana 86.98% increase due to the combined impact of product mix and price, primarily due to the higher concentration of Motorcaravan sales in the current-year quarter due to improved chassis supply and fewer other component constraints compared to the prior-year quarter.

The constant-currency increase in the overall net price per unit within the Motorcaravan product line of 1.4% was primarily due to the impact of selective net selling price increases and product mix changes, partially offset by increased sales discounting. The constant-currency increase in the overall net price per unit within the Campervan product line of 12.3% was primarily due to the current-year quarter including a higher concentration of Campervan units with a purchased chassis that is included in the unit sales price as opposed to units with a customer-supplied chassis that is not included in the unit sales price. The constant-currency decrease in the Caravan product line of 0.5% was primarily due to increased sales discounting.

~~European~~The ~~Recreational~~constant-currency ~~Vehicle~~decrease ~~cost~~in ofthe ~~products~~overall ~~sold~~net ~~decreased~~price ~~$131,433~~per tounit ~~$531,536,~~within orthe ~~86.8%~~Motorcaravan ofproduct ~~European~~line ~~Recreational~~of ~~Vehicle~~0.7% ~~net~~was ~~sales,~~primarily ~~for~~due to the ~~three~~impact ~~months~~of ~~ended~~selective ~~January~~net ~~31,~~selling ~~2025~~price ~~compared~~increases toand ~~$662,969,~~product ormix ~~84.7%~~changes ofbeing ~~European~~slightly ~~Recreational~~more ~~Vehicle~~than ~~net~~offset ~~sales,~~by ~~for~~increased ~~the~~sales ~~three~~discounting. ~~months~~The ~~ended~~constant-currency ~~January~~increase ~~31,~~in ~~2024.~~the ~~Changes~~overall innet ~~material,~~price ~~labor,~~per ~~freight-out~~unit ~~and~~within ~~warranty~~the ~~costs~~Campervan ~~comprised~~product ~~$125,682~~line of ~~the $131,433 decrease~~12.0% ~~Material,~~was ~~labor,~~primarily ~~freight-out~~due ~~and~~to ~~warranty~~the ~~costs~~current-year asquarter including a ~~combined~~higher ~~percentage~~concentration of ~~European~~Campervan ~~Recreational~~units ~~Vehicle~~with ~~net~~a ~~sales~~purchased ~~was~~chassis ~~flat~~that atis ~~73.6%~~included ~~for~~in ~~both~~ the ~~three~~unit ~~months~~sales ~~ended~~price ~~January~~as ~~31,~~opposed ~~2025~~to ~~and~~units ~~the~~with ~~three~~a ~~months~~customer-supplied ~~ended~~chassis ~~January~~that ~~31,~~is ~~2024~~not asincluded ain ~~result~~the ofunit asales ~~slight~~price. ~~increase~~The constant-currency decrease in the ~~material~~Caravan ~~cost~~product ~~percentage~~line ~~being~~of ~~offset~~1.1% bywas aprimarily ~~decrease~~due into ~~the~~increased ~~warranty~~sales ~~cost percentage~~discounting.

~~Total~~European ~~manufacturing~~Recreational ~~overhead~~Vehicle cost of products sold decreased $527,~~751~~434 ~~with~~to $740,712, or 83.8% of European Recreational Vehicle net sales, for the ~~decrease~~three inmonths ended April 30, 2025 compared to $768,146, or 82.5% of European Recreational Vehicle net sales, ~~but~~for ~~increased~~the three months ended April 30, 2024. Changes in material, labor, freight-out and warranty costs comprised $26,796 of the $27,434 decrease. Material, labor, freight-out and warranty costs as a combined percentage of European Recreational Vehicle net sales ~~from~~increased 11to 73.17% for the three months ended April 30, 2025 compared to 1372.29% ~~primarily~~the ~~due~~three tomonths ~~the~~ended ~~net~~April ~~sales~~30, ~~decrease~~2024 ~~resulting~~as a result of slight increases in ~~higher~~both ~~overhead~~the ~~costs~~material ~~per~~cost ~~unit~~percentage ~~sold~~due to increased sales discounting and the warranty cost percentage.

~~The~~Total ~~decrease~~manufacturing inoverhead ~~European~~decreased ~~Recreational~~by ~~Vehicle~~just ~~gross profit of~~ $~~38,396~~638 ~~for~~but ~~the~~increased ~~three~~as ~~months~~a ~~ended~~percentage ~~January~~of ~~31,~~European ~~2025~~Recreational ~~compared~~Vehicle tonet ~~the~~sales ~~three~~from ~~months~~9.6% ~~ended~~to ~~January~~10.1% ~~31, 2024 was primarily~~ due to the ~~decrease in European Recreational Vehicle~~ net sales, ~~and the~~ decrease inresulting ~~the gross profit percentage is primarily due to the increase~~ in ~~the~~higher ~~manufacturing~~ overhead ~~percentage~~costs ~~noted~~per ~~above~~unit sold.

The decrease in European Recreational Vehicle ~~selling,~~gross ~~general~~profit ~~and~~of ~~administrative expenses decreased~~ $120,~~967~~085 for the three months ended ~~January~~April 3130, 2025 compared to the three months ended ~~January~~April 3130, 2024 ~~and~~was ~~included~~primarily adue ~~decrease~~to ~~in sales-related travel, advertising and promotional costs of $1,504 in correlation with~~ the decrease in European Recreational Vehicle net sales, and the decrease in ~~European Recreational Vehicle net sales and income before income taxes also caused related commissions, incentive and other compensation to decrease by $929. The increase in~~ the ~~overall~~gross ~~selling,~~profit ~~general and administrative expense as a~~ percentage ~~of European Recreational Vehicle net sales~~ is ~~primarily~~ due to the ~~decrease~~increase in ~~European~~the ~~Recreational~~cost ~~Vehicle~~of ~~net~~products ~~sales~~sold percentage noted above.

~~The decrease in~~ European Recreational Vehicle ~~income~~selling, ~~before~~general ~~income~~and ~~taxes~~administrative ofexpenses increased $357,~~847~~770 for the three months ended ~~January~~April 3130, 2025 compared to the three months ended ~~January~~April 3130, 2024, ~~was~~ primarily due to a total of $6,822 in employee separation costs and an increase in repurchase and related dealer financing costs of $4,529. These increases were partially offset by the impact of the decrease in European Recreational Vehicle net sales, and ~~the~~income ~~primary~~before ~~reasons~~income ~~for~~taxes, ~~the~~which caused related commissions, incentive and other compensation to decrease inby ~~percentage~~$1,861, ~~were~~and ~~the~~professional ~~increases~~fees indecreased ~~both~~by ~~the~~$1,000. ~~cost~~The ofincrease ~~products~~in ~~sold~~the ~~and~~overall selling, general and administrative expense ~~percentages~~as a percentage of European Recreational Vehicle net sales is primarily due to the increase in costs coupled with the decrease in European Recreational Vehicle net sales noted above.

The decrease in European Recreational Vehicle income before income taxes of $31,083 for the three months ended April 30, 2025 compared to the three months ended April 30, 2024 was primarily due to the impact of the decrease in European Recreational Vehicle net sales and the increase in selling, general and administrative expenses, and the primary reasons for the decrease in percentage were the increases in both the cost of products sold and selling, general and administrative expense percentages noted above.

~~Six~~Nine Months Ended ~~January~~April 3130, 2025 Compared to the ~~Six~~Nine Months Ended ~~January~~April 3130, 2024

NET SALES:

~~Six~~Nine Months ~~EndedJanuary~~EndedApril 3130, 2025

~~Six~~Nine Months ~~EndedJanuary~~EndedApril 3130, 2024

ChangeAmount

%Change

Recreational vehicles

North American Towable

12,~~727~~895,~~044~~922

12,~~676~~747,~~422~~815

50148,~~622~~107

35.04

North American Motorized

~~951~~1,~~506~~618,192

1,~~281~~928,~~583~~531

(~~330~~310,~~077~~339)

(2516.81)

Total North America

24,~~678~~514,~~550~~114

24,~~958~~676,~~005~~346

(~~279~~162,~~455~~232)

(93.45)

European

12,~~217~~100,~~368~~910

12,~~490~~421,~~495~~556

(~~273~~320,~~127~~646)

(1813.32)

Total recreational vehicles

36,~~895~~615,~~918~~024

47,~~448~~097,~~500~~902

(~~552~~482,~~582~~878)

(126.48)

Other

~~379~~637,~~164~~591

~~365~~581,~~455~~682

1355,~~709~~909

39.86

Intercompany eliminations

(~~114~~196,~~191~~908)

(~~105~~170,~~827~~343)

(826,~~364~~565)

(715.96)

Total

47,~~160~~055,~~891~~707

47,~~708~~509,~~128~~241

(~~547~~453,~~237~~534)

(~~11.~~6.0)

# OF UNITS:

Recreational vehicles

North American Towable

5894,~~031~~108

5084,~~065~~258

79,~~966~~850

1511.97

North American Motorized

712,~~267~~774

1014,~~020~~984

(2,~~753~~210)

(2714.57)

Total North America

65106,~~298~~882

6099,~~085~~242

57,~~213~~640

87.7

European

1831,~~077~~572

2440,~~972~~335

(68,~~895~~763)

(2721.67)

Total

83138,~~375~~454

85139,~~057~~577

(1,~~682~~123)

(2.0.8)

GROSS PROFIT:			% ofSegment Net Sales			% ofSegment Net Sales	ChangeAmount		%Change
Recreational vehicles
North American Towable	$	~~204~~378,~~083~~400	1113.81	$	~~171~~310,~~908~~011	1011.3	$	3268,~~175~~389	1822.71
North American Motorized	77147,~~468~~765		89.1	~~140~~211,~~113~~866		1011.90	(6264,~~645~~101)		(4430.73)
Total North America	~~281~~526,~~551~~165		1011.57	~~312~~521,~~021~~877		1011.52	~~(30~~4,~~470)~~288		(90.8)
European	~~173~~316,~~577~~407		1415.31	~~242~~405,~~153~~068		16.27	(6888,~~576~~661)		(2821.39)
Total recreational vehicles	~~455~~842,~~128~~572		1112.7	~~554~~926,~~174~~945		1213.51	(9984,~~046~~373)		(~~17.~~9.1)
Other, net	71127,~~511~~186		1819.9	74123,~~605~~686		2021.43	(3,~~094)~~500		(42.1)8
Total	$	~~526~~969,~~639~~758	1213.7	$	~~628~~1,~~779~~050,631	1314.40	$	(~~102~~80,~~140~~873)	(167.27)

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Recreational vehicles
North American Towable	$	~~123~~196,~~636~~732	76.28	$	~~119~~184,~~822~~717	76.17	$	312,~~814~~015	36.25
North American Motorized	5791,~~400~~732		65.07	69103,~~267~~756		5.4	(1112,~~867~~024)		(1711.16)
Total North America	~~181~~288,~~036~~464		6.84	~~189~~288,~~089~~473		6.42	(~~8,053~~9)		~~(4.3)~~—
European	~~147~~226,~~023~~960		1210.18	~~148~~221,~~952~~119		109.01	(15,~~929)~~841		(12.3)6
Total recreational vehicles	~~328~~515,~~059~~424		87.48	~~338~~509,~~041~~592		7.62	(95,~~982)~~832		(31.0)1
Other	3860,~~894~~776		109.35	3656,~~818~~549		109.17	24,~~076~~227		57.65
Corporate	79108,~~466~~492		—	6398,~~162~~395		—	1610,~~304~~097		2510.83
Total	$	~~446~~684,~~419~~692	109.7	$	~~438~~664,~~021~~536	98.38	$	820,~~398~~156	13.90

INCOME (LOSS) BEFORE INCOME TAXES:

~~Six~~Nine Months ~~EndedJanuary~~EndedApril 3130, 2025

% ofSegment Net Sales

~~Six~~Nine Months ~~EndedJanuary~~EndedApril 3130, 2024

% ofSegment Net Sales

ChangeAmount

%Change

Recreational vehicles

North American Towable

74172,~~973~~560

46.30

49118,~~910~~319

34.03

2554,~~063~~241

5045.28

North American Motorized

1346,~~379~~262

12.49

6396,~~512~~684

5.0

(50,~~133~~422)

(7852.92)

Total North America

88218,~~352~~822

34.38

~~113~~215,~~422~~003

34.86

~~(25~~3,~~070)~~819

~~(22.~~1).8

European

349,~~387~~686

02.34

66144,~~824~~206

46.50

(6394,~~437~~520)

(9465.95)

Total recreational vehicles

91268,~~739~~508

2.4.1

~~180~~359,~~246~~209

45.1

(8890,~~507~~701)

(4925.13)

Other, net

1338,~~042~~083

36.40

1635,~~819~~650

4.6.1

(32,~~777)~~433

~~(22~~6.5)8

Corporate

(~~107~~153,~~537~~767)

—

(~~117~~173,~~589~~033)

—

1019,~~052~~266

811.51

Total

(2152,~~756)~~824

(02.1)2

79221,~~476~~826

13.70

(8269,~~232~~002)

(~~103~~31.51)

CONSOLIDATED

Consolidated net sales for the ~~six~~nine months ended ~~January~~April 3130, 2025 decreased $~~547~~453,~~237~~534, or ~~11.~~6.0%, compared to the ~~six~~nine months ended ~~January~~April 3130, 2024. Approximately 29.38% of the Company’s consolidated net sales for the ~~six~~nine months ended ~~January~~April 3130, 2025 were transacted in a currency other than the U.S. dollar. The Company’s most material exchange rate exposure is sales in Euros. The $~~547~~453,~~237~~534 decrease in consolidated net sales ~~includes~~included a decrease of $41,~~056~~393 from the change in currency exchange rates between the two periods. To determine this impact, net sales transacted in currencies other than U.S. dollars have been translated to U.S. dollars using the average exchange rates that were in effect during the comparative periods.

Consolidated gross profit for the ~~six~~nine months ended ~~January~~April 3130, 2025 decreased $~~102~~80,~~140~~873 compared to the ~~six~~nine months ended ~~January~~April 3130, 2024. Consolidated gross profit was 1213.7% of consolidated net sales for the ~~six~~nine months ended ~~January~~April 3130, 2025 and 1314.40% for the ~~six~~nine months ended ~~January~~April 3130, 2024. The decreases in consolidated gross profit and the consolidated gross profit percentage were both primarily due to the impact of the decrease in consolidated net sales in the current-year period compared to the prior-year period.

Selling, general and administrative expenses for the ~~six~~nine months ended ~~January~~April 3130, 2025 increased $820,~~398~~156, or 13.90%, compared to the ~~six~~nine months ended ~~January~~April 3130, 2024. This increase included the impact of the ~~11.~~6.0% decrease in consolidated net sales and the decrease in income ~~(loss)~~ before income taxes, which resulted in lower commissions and other incentive compensation, which was more than offset by the increase in certain Corporate selling, general and administrative expenses as discussed below.

The ~~decrease~~increase ofin ~~$82,232,~~net orexpense ~~103.5%,~~included in Other income (~~loss~~expense), ~~before~~net ~~income~~of ~~taxes~~$8,300 for the ~~six~~nine months ended ~~January~~April 3130, 2025 as compared to the ~~six~~nine months ended ~~January~~April 3130, 2024 ~~was~~includes ~~primarily~~the ~~driven~~$6,543 byunfavorable change in Corporate other income and expenses as discussed below relative to the fair value of the Company's deferred compensation plan assets due to market value fluctuations between the two periods, as well as a decrease of $8,129 in ~~consolidated~~gains ~~net~~on ~~sales~~the dispositions of property, plant and equipment compared to the prior-year period. These unfavorable changes were partially offset by an improvement in the operating results of our equity investments of $7,979.

The ~~overall~~decrease ~~effective~~of $69,002, or 31.1%, in income ~~tax~~before ~~rate~~income taxes for the ~~six~~nine months ended ~~January~~April 3130, 2025 ~~was (43.7)%~~ compared ~~with~~to ~~24.0% for~~ the ~~six~~nine months ended ~~January~~April 3130, 2024. ~~The~~was ~~year-over-year~~primarily ~~change~~driven isby athe ~~result~~impact of the ~~jurisdictional~~decrease ~~mix~~in ofconsolidated ~~earnings~~net ~~between~~sales ~~foreign~~ and ~~domestic operations, inclusive of~~ the ~~non-deductible~~increase ~~foreign~~in ~~exchange losses not subject to taxation~~selling, ~~which~~general ~~had~~and aadministrative ~~greater~~expenses ~~percentage~~noted ~~impact on the effective income tax rate during the six months ended January 31, 2025 as compared to the prior-year period~~above.

~~Additional~~The ~~information~~overall ~~concerning~~effective income tax rate for the ~~changes~~nine inmonths ~~net~~ended ~~sales~~April 30, ~~gross~~2025 ~~profit,~~was ~~selling~~15.0% compared with 21.6% for the nine months ended April 30, ~~general~~2024. ~~and~~The ~~administrative~~year-over-year ~~expenses~~change is a result of the jurisdictional mix of earnings between foreign and ~~income~~domestic ~~(loss)~~operations, ~~before~~inclusive of foreign exchange gains not subject to taxation during the nine months ended April 30, 2025. In addition, income ~~taxes~~tax ~~are~~benefits ~~addressed~~were ~~below~~recorded ~~and~~from certain tax provision adjustments that primarily resulted from changes in estimates while completing the ~~segment~~prior-year ~~reporting~~return ~~that~~during ~~follows~~the nine months ended April 30, 2025.

Additional information concerning the changes in net sales, gross profit, selling, general and administrative expenses and income before income taxes are addressed below and in the segment reporting that follows.

Corporate costs included in consolidated selling, general and administrative expenses increased $1610,~~304~~097 for the ~~six~~nine months ended ~~January~~April 3130, 2025 compared to the ~~six~~nine months ended ~~January~~April 3130, 2024. The increase included an increase in compensation costs of $15,~~151~~071, primarily due to employee separation costs related to certain headcount reductions in the current-year period, and the prior-year period included income of $1416,~~200~~900 related to the matters discussed in Note 14 to the Condensed Consolidated Financial Statements. ~~This~~These ~~increase~~increases ~~also~~were ~~included~~partially anoffset ~~increase~~by a decrease in deferred compensation expense of $45,~~032~~631 due to market value fluctuations between the two periods, which was primarily offset by the ~~increase~~decrease in other income related to the deferred compensation plan assets noted below. ~~These~~In ~~increases~~addition, ~~were~~there ~~partially~~was ~~offset by~~ a decrease of $9,~~237~~178 in legal and professional fees, primarily due to the prior-year period including $7,175 of third-party fees related to the November 2023 debt refinancing~~. In addition~~, ~~there was~~ a decrease in certain dealer promotional costs of $34,~~150~~350 and a decrease of $3,~~450~~675 in costs related to our standby repurchase obligations reserve due to ~~decreases~~reductions in both dealer inventory levels and repurchase activity compared to the prior-year period.

Net expense from Corporate interest and other income and expense decreased $2629,~~356~~363 for the ~~six~~nine months ended ~~January~~April 3130, 2025 compared to the ~~six~~nine months ended ~~January~~April 3130, 2024. Net interest expense decreased by $1929,~~620~~009 primarily due to lower average outstanding debt balances and lower interest rates coupled with the prior-year interest expense including debt extinguishment charges of $7,566 related to the November 2023 debt refinancing. In addition, the recorded operating results of our equity investments as discussed in Note 8 to the Condensed Consolidated Financial Statements improved by $47,~~932~~979 in the current-year period as compared to the prior-year period, and there were favorable changes of $21,~~835~~754 ~~and $2,629~~ in the fair value of ~~the Company’s deferred compensation assets and~~ certain other equity investments due to market value fluctuations between the two periods. These favorable changes were partially offset by an unfavorable change of $36,~~774~~543 in the fair value of the Company’s deferred compensation assets and an unfavorable change of $2,639 related to non-cash foreign currency gains on certain Euro-denominated loans between the two periods.

Segment Reporting

NORTH AMERICAN TOWABLE RECREATIONAL VEHICLES

Analysis of the change in net sales for the ~~six~~nine months ended ~~January~~April 3130, 2025 compared to the ~~six~~nine months ended ~~January~~April 3130, 2024:

Six Months EndedJanuary 31, 2025

% ofSegmentNet Sales

Six Months EndedJanuary 31, 2024

% ofSegmentNet Sales

Change Amount

%Change

Nine Months EndedApril 30, 2025

% ofSegmentNet Sales

Nine Months EndedApril 30, 2024

% ofSegmentNet Sales

Change Amount

%Change

NET SALES:

North American Towable

Travel Trailers

1,~~121~~797,~~315~~995

6462.91

1,~~091~~811,~~021~~215

65.19

30(13,~~294~~220)

2(0.87)

Fifth Wheels

~~605~~1,~~729~~097,927

3537.19

~~585~~936,~~401~~600

34.91

20161,~~328~~327

317.52

Total North American Towable

12,~~727~~895,~~044~~922

100.0

12,~~676~~747,~~422~~815

100.0

50148,~~622~~107

35.04

Six Months EndedJanuary 31, 2025

% ofSegmentShipments

Six Months EndedJanuary 31, 2024

% ofSegmentShipments

Change Amount

%Change

Nine Months EndedApril 30, 2025

% ofSegmentShipments

Nine Months EndedApril 30, 2024

% ofSegmentShipments

Change Amount

%Change

# OF UNITS:

North American Towable

Travel Trailers

4877,~~598~~015

8381.78

4068,~~282~~808

8081.57

8,~~316~~207

2011.69

Fifth Wheels

917,~~433~~093

1618.32

915,~~783~~450

1918.53

~~(350)~~1,643

(310.6)

Total North American Towable

5894,~~031~~108

100.0

5084,~~065~~258

100.0

79,~~966~~850

1511.97

IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:

%Change

North American Towable

Travel Trailers

(1712.86)

Fifth Wheels

76.16

Total North American Towable

(126.93)

The increase in total North American Towable net sales of 35.04% compared to the prior-year period resulted from a 1511.97% increase in unit shipments and a 126.93% decrease in the overall net price per unit due to the combined impact of changes in product mix and price. The increase in unit shipments was primarily due to the ~~recent~~ heightened demand for the lower-cost travel trailer units as compared to the prior-year period. According to statistics published by RVIA, for the ~~six~~nine months ended ~~January~~April 3130, 2025, combined North American travel trailer and fifth wheel wholesale unit shipments increased 10.14% compared to the same period last year. According to the most recently published statistics from Stat Surveys, for the ~~six~~nine-month periods ended ~~December~~March 31, ~~2024~~2025 and ~~2023~~2024, our North American market share for travel trailers and fifth wheels combined was 37.78% and 40.64%, respectively. Comparisons of Company shipments to industry shipments on an interim basis would not necessarily be indicative of the results expected for a full fiscal year.

The decrease in the overall net price per unit within the travel trailer product line of 1712.86% was primarily due to acurrent ~~change in~~ product mix trending toward more moderately-priced units as compared to the prior-year period. The increase within the fifth wheel product line of 76.16% was primarily due to product mix changes and lower sales discounting as compared to the prior-year period.

North American Towable cost of products sold increased $1879,~~447~~718 to $12,517,522,~~961,~~ or 8886.29% of North American Towable net sales, for the ~~six~~nine months ended ~~January~~April 3130, 2025 compared to $12,~~504~~437,~~514~~804, or 8988.7% of North American Towable net sales, for the ~~six~~nine months ended ~~January~~April 3130, 2024. Changes in material, labor, freight-out and warranty costs comprised $1676,~~287~~448 of the $1879,~~447~~718 increase in cost of products sold. Material, labor, freight-out and warranty costs as a combined percentage of North American Towable net sales were 7978.59% for the ~~six~~nine months ended ~~January~~April 3130, 2025 compared to 80.94% for the ~~six~~nine months ended ~~January~~April 3130, 2024, ~~primarily~~with ~~due~~the toreduction including a decrease in the material cost percentage from the combined favorable impacts of lower sales discounting and cost-saving initiatives., ~~The~~and both the freight-out and warranty cost percentage also improved.

Total manufacturing overhead increased $23,~~160~~270 in correlation with the increase in sales and decreased as a percentage of North American Towable net sales from 8.83% to 8.70%.

The increase of $3268,~~175~~389 in North American Towable gross profit for the ~~six~~nine months ended ~~January~~April 3130, 2025 compared to the ~~six~~nine months ended ~~January~~April 3130, 2024 was driven by the increase in North American Towable net sales and the increase in the gross profit percentage is due to the decrease in the cost of products sold percentage noted above.

The increase of $312,~~814~~015 in North American Towable selling, general and administrative expenses for the ~~six~~nine months ended ~~January~~April 3130, 2025 compared to the ~~six~~nine months ended ~~January~~April 3130, 2024 was primarily due to the impact of the increase in North American Towable net sales and income before income taxes, which caused related commissions, incentive and other compensation to increase by $39,~~737~~747. The slight increase in the overall selling, general and administrative expense as a percentage of North American Towable net sales is primarily due to an increase in the incentive compensation cost percentage due to the increase in income before income taxes.

The increase of $2554,~~063~~241 in North American Towable income before income taxes for the ~~six~~nine months ended ~~January~~April 3130, 2025 compared to the ~~six~~nine months ended ~~January~~April 3130, 2024 was primarily due to the increase in North American Towable net sales, and the primary reason for the increase in percentage was the decrease in the cost of products sold percentage noted above.

NORTH AMERICAN MOTORIZED RECREATIONAL VEHICLES

Analysis of the change in net sales for the ~~six~~nine months ended ~~January~~April 3130, 2025 compared to the ~~six~~nine months ended ~~January~~April 3130, 2024:

Six Months EndedJanuary 31, 2025

% ofSegmentNet Sales

Six Months EndedJanuary 31, 2024

% ofSegmentNet Sales

ChangeAmount

%Change

Nine Months EndedApril 30, 2025

% ofSegmentNet Sales

Nine Months EndedApril 30, 2024

% ofSegmentNet Sales

ChangeAmount

%Change

NET SALES:

North American Motorized

Class A

~~304~~479,~~585~~368

3229.06

~~386~~597,~~219~~559

3031.10

(81118,~~634~~191)

(2119.18)

Class C

~~438~~778,~~280~~810

4648.1

~~609~~922,~~408~~388

47.68

(~~171~~143,~~128~~578)

(2815.16)

Class B

~~208~~360,~~641~~014

2122.93

~~285~~408,~~956~~584

2221.32

(7748,~~315~~570)

(2711.09)

Total North American Motorized

~~951~~1,~~506~~618,192

100.0

1,~~281~~928,~~583~~531

100.0

(~~330~~310,~~077~~339)

(2516.81)

Six Months EndedJanuary 31, 2025

% ofSegmentShipments

Six Months EndedJanuary 31, 2024

% ofSegmentShipments

ChangeAmount

%Change

Nine Months EndedApril 30, 2025

% ofSegmentShipments

Nine Months EndedApril 30, 2024

% ofSegmentShipments

ChangeAmount

%Change

# OF UNITS:

North American Motorized

Class A

12,~~603~~594

2220.13

12,~~955~~995

1920.50

(~~352~~401)

(1813.04)

Class C

37,~~947~~190

5456.3

58,~~584~~451

5556.74

(1,~~637~~261)

(2914.39)

Class B

12,~~717~~990

23.64

23,~~481~~538

2423.86

(~~764~~548)

(3015.85)

Total North American Motorized

712,~~267~~774

100.0

1014,~~020~~984

100.0

(2,~~753~~210)

(2714.57)

IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:

%Change

North American Motorized

Class A

(36.14)

Class C

1(0.27)

Class B

3.86

Total North American Motorized

(1.74)

The decrease in total North American Motorized net sales of 2516.81% compared to the prior-year period resulted from a 2714.57% decrease in unit shipments and a 1.74% ~~increase~~decrease in the overall net price per unit due to the combined impact of changes in product mix and price, which included elevated sales discounts compared to the prior-year period. The decrease in unit shipments was primarily due to a softening in current dealer and consumer demand in comparison with the demand in the prior-year period. According to statistics published by RVIA, for the ~~six~~nine months ended ~~January~~April 3130, 2025, combined North American motorhome wholesale unit shipments decreased 2317.49% compared to the same period last year. According to statistics published by Stat Surveys, for the ~~six~~nine-month periods ended ~~December~~March 31, ~~2024~~2025 and ~~2023~~2024, our North American market share for motorhomes was 4746.17% and 48.31%, respectively. Comparisons of Company shipments to industry shipments on an interim basis would not necessarily be indicative of the results expected for a full fiscal year.

The decrease in the overall net price per unit within the Class A product line of 36.14%, was primarily due to product mix changes, primarily a higher concentration in the current-year period of the more moderately-priced gas units as opposed to the higher-priced diesel units, in addition to higher discounting levels. The ~~increases~~slight decrease in the overall net price per unit within the Class C product line of 10.27% was primarily due to higher discounting levels, and the Class B product line increase of 3.86% ~~were~~was ~~both~~ primarily due to increases from product mix changes and selective net selling price increases being ~~mostly~~partially offset by higher discounting levels since the prior-year period.

North American Motorized cost of products sold decreased $267,432 to $874,038, or 91.9% of North American Motorized net sales, for the six months ended January 31, 2025 compared to $1,141,470, or 89.1% of North American Motorized net sales, for the six months ended January 31, 2024. Changes in material, labor, freight-out and warranty costs comprised $254,142 of the $267,432 decrease. Material, labor, freight-out and warranty costs as a combined percentage of North American Motorized net sales increased to 84.8% for the six months ended January 31, 2025 compared to 82.8% for the six months ended January 31, 2024, with the increase due to an increase in the material cost percentage, primarily due to higher sales discounting, partially offset by a decrease in the warranty cost percentage.

~~Total~~North ~~manufacturing~~American ~~overhead~~Motorized cost of products sold decreased $13246,~~290~~238 ~~with~~to $1,470,427, or 90.9% of North American Motorized net sales, for the ~~decrease~~nine inmonths ended April 30, 2025 compared to $1,716,665, or 89.0% of North American Motorized net sales, ~~but~~for ~~increased~~the nine months ended April 30, 2024. Changes in material, labor, freight-out and warranty costs comprised $230,211 of the $246,238 decrease. Material, labor, freight-out and warranty costs as a combined percentage of North American Motorized net sales ~~from~~increased 6to 84.36% for the nine months ended April 30, 2025 compared to 782.19% asfor the ~~decrease~~nine inmonths ~~net~~ended ~~sales~~April ~~levels~~30, ~~resulted~~2024, with the increase due to an increase in the material cost percentage, primarily due to higher ~~overhead~~sales ~~costs~~discounting ~~per~~and ~~unit~~product ~~sold~~mix changes, partially offset by a decrease in the warranty cost percentage.

~~The~~Total ~~decrease~~manufacturing ofoverhead decreased $6216,~~645~~027 inwith ~~North American Motorized gross profit for~~ the ~~six~~decrease ~~months~~in ~~ended~~net ~~January~~sales ~~31,~~but ~~2025~~increased ~~compared~~slightly toas ~~the~~a ~~six~~percentage ~~months~~of ~~ended January 31, 2024 was driven by the decrease in~~ North American Motorized net sales, ~~and~~from ~~the~~6.1% ~~decrease~~to in6.3% as the ~~gross~~decrease ~~profit~~in ~~percentage~~net issales ~~due~~levels toresulted ~~the increase~~ in ~~the~~higher ~~cost~~overhead ofcosts ~~products~~per ~~sold~~unit ~~percentage noted above~~sold.

The decrease of $1164,~~867~~101 in North American Motorized ~~selling,~~gross ~~general~~profit ~~and administrative expenses~~ for the ~~six~~nine months ended ~~January~~April 3130, 2025 compared to the ~~six~~nine months ended ~~January~~April 3130, 2024 was ~~primarily~~driven ~~due~~by to the ~~decreases~~decrease in North American Motorized net sales ~~and income before income taxes~~, ~~which caused related commissions, incentive~~ and ~~other~~the ~~compensation to~~ decrease ~~by $9,990. Sales-related travel, advertising and promotional costs also decreased $1,379. The increase~~ in the ~~overall~~gross ~~selling,~~profit ~~general and administrative expense as a~~ percentage ofis ~~North American Motorized net sales was primarily~~ due to the ~~decrease~~increase in ~~North~~the ~~American~~cost ~~Motorized~~of ~~net~~products ~~sales~~sold percentage noted above.

The decrease of $5012,~~133~~024 in North American Motorized ~~income~~selling, ~~before~~general ~~income~~and ~~taxes~~administrative expenses for the ~~six~~nine months ended ~~January~~April 3130, 2025 compared to the ~~six~~nine months ended ~~January~~April 3130, 2024 was primarily due to the ~~decrease~~decreases in North American Motorized net sales, and ~~the~~income ~~primary~~before ~~reasons~~income ~~for~~taxes, ~~the~~which ~~decrease~~caused inrelated ~~percentage~~commissions, ~~were~~incentive ~~the~~and ~~increases~~other incompensation ~~both~~to ~~the~~decrease ~~cost~~by of$11,008. ~~products~~The ~~sold~~increase ~~and~~in the overall selling, general and administrative expense ~~percentages~~as ~~noted~~a ~~above~~percentage of North American Motorized net sales was primarily due to the decrease in North American Motorized net sales.

The decrease of $50,422 in North American Motorized income before income taxes for the nine months ended April 30, 2025 compared to the nine months ended April 30, 2024 was primarily due to the decrease in North American Motorized net sales, and the primary reason for the decrease in percentage was the increase in the cost of products sold percentage noted above.

EUROPEAN RECREATIONAL VEHICLES

Analysis of the change in net sales for the ~~six~~nine months ended ~~January~~April 3130, 2025 compared to the ~~six~~nine months ended ~~January~~April 3130, 2024:

Six Months EndedJanuary 31, 2025

% ofSegmentNet Sales

Six Months EndedJanuary 31, 2024

% ofSegmentNet Sales

Change Amount

%Change

Nine Months EndedApril 30, 2025

% ofSegmentNet Sales

Nine Months EndedApril 30, 2024

% ofSegmentNet Sales

Change Amount

%Change

NET SALES:

European

Motorcaravan

~~653~~1,~~862~~135,416

5354.70

~~771~~1,~~324~~263,814

5152.72

(~~117~~128,~~462~~398)

(1510.2)

Campervan

~~339~~591,~~180~~407

2728.92

~~466~~755,~~333~~783

31.32

(~~127~~164,~~153~~376)

(2721.37)

Caravan

75134,~~251~~334

6.24

~~115~~180,~~714~~093

7.84

(4045,~~463~~759)

(3525.04)

Other

~~149~~239,~~075~~753

1211.24

~~137~~221,~~124~~866

9.2

1117,~~951~~887

8.71

Total European

12,~~217~~100,~~368~~910

100.0

12,~~490~~421,~~495~~556

100.0

(~~273~~320,~~127~~646)

(1813.32)

Six Months EndedJanuary 31, 2025

% ofSegmentShipments

Six Months EndedJanuary 31, 2024

% ofSegmentShipments

Change Amount

%Change

Nine Months EndedApril 30, 2025

% ofSegmentShipments

Nine Months EndedApril 30, 2024

% ofSegmentShipments

Change Amount

%Change

# OF UNITS:

European

Motorcaravan

815,~~604~~088

47.68

1016,~~113~~714

4041.54

(1,~~509~~626)

(~~14.~~9.7)

Campervan

610,~~316~~948

34.97

1016,~~122~~316

40.5

(35,~~806~~368)

(3732.69)

Caravan

35,~~157~~536

17.5

47,~~737~~305

1918.01

(1,~~580~~769)

(3324.42)

Total European

1831,~~077~~572

100.0

2440,~~972~~335

100.0

(68,~~895~~763)

(2721.67)

IMPACT OF CHANGES IN FOREIGN CURRENCY, PRODUCT MIX AND PRICE ON NET SALES:
	Foreign Currency %	Mix and Price %	%Change
European
Motorcaravan	(0.31)	—(0.4)	(0.35)
Campervan	(0.31)	1011.63	1011.32
Caravan	(0.31)	(1.31)	(1.62)
Total European	(0.31)	98.6	98.35

The decrease in total European Recreational Vehicle net sales of 1813.32% compared to the prior-year period resulted from a decrease of 2721.67% in unit shipments offset in part by an increase of 98.35% in the overall net price per unit due to the total combined impact of changes in foreign currency, product mix and price. The decrease in European Recreational Vehicle net sales of $~~273~~320,~~127~~646 includes a decrease of $41,~~056~~393, or 0.31% of the 1813.32% decrease, due to the decrease in foreign exchange rates since the prior-year period. ~~Sales~~According onto athe ~~constant~~most recently published statistics from the European Caravan Federation, our combined European market share for the nine-~~currency~~month ~~basis~~periods ~~decreased~~ended byMarch 1831, 2025 and 2024 was approximately 22.17% and 21.7%, respectively.

The overall net price per unit increase of 98.35% included a decrease of 0.31% due to the impact of foreign currency exchange rate changes and a constant-currency increase of 98.6% due to the combined impact of product mix and selling price increases, primarily due to the much higher concentration of Motorcaravan sales in the current-year period due primarily to improved supply of chassis and other components in the current-year period compared to the prior-year period.

The ~~overall~~ constant-currency ~~net~~decreases ~~price~~in ~~per unit within~~ the Motorcaravan product line ~~was the same as the prior-year period as the impact~~ of ~~product~~0.4% ~~mix~~ and ~~selective net selling price increases was offset by increased sales discounting. The constant-currency decrease~~ in the Caravan product line of 1.31% ~~was~~were both primarily due to the impact of increased sales discounting. The constant-currency increase in the overall net price per unit within the Campervan product line of 1011.63% was primarily due to the current-year period including a higher concentration of Campervan units with a purchased chassis that is included in the unit sales price as opposed to a customer-supplied chassis that is not included in the unit sales price.

European Recreational Vehicle cost of products sold decreased $~~204~~231,~~551~~985 to $1,~~043~~784,~~791~~503, or 8584.79% of European Recreational Vehicle net sales, for the ~~six~~nine months ended ~~January~~April 3130, 2025 compared to $12,~~248~~016,~~342~~488, or 83.83% of European Recreational Vehicle net sales, for the ~~six~~nine months ended ~~January~~April 3130, 2024. Changes in material, labor, freight-out and warranty costs comprised $~~199~~226,~~619~~415 of the $~~204~~231,~~551~~985 decrease. Material, labor, freight-out and warranty costs as a combined percentage of European Recreational Vehicle net sales ~~decreased~~increased to 7273.40% for the ~~six~~nine months ended ~~January~~April 3130, 2025 compared to 72.67% for the ~~six~~nine months ended ~~January~~April 3130, 2024, with the ~~decrease~~increase primarily due to aan ~~decrease~~increase in the ~~warranty~~material cost percentage. due to increased sales discounting.

Total manufacturing overhead decreased with the decrease in European Recreational Vehicle net sales but increased as a percentage of European Recreational Vehicle net sales from 1110.26% to 1311.39% primarily due to the sales decrease resulting in higher overhead costs per unit sold.

The decrease of $6888,~~576~~661 in European Recreational Vehicle gross profit for the ~~six~~nine months ended ~~January~~April 3130, 2025 compared to the ~~six~~nine months ended ~~January~~April 3130, 2024 was primarily due to the decrease in European Recreational Vehicle net sales, and the decrease in gross profit percentage was primarily due to the increase in the manufacturing overhead percentage noted above.

The ~~decrease~~increase of $15,~~929~~841 in European Recreational Vehicle selling, general and administrative expenses for the ~~six~~nine months ended ~~January~~April 3130, 2025 compared to the ~~six~~nine months ended ~~January~~April 3130, 2024 ~~includes~~was primarily due to a combined total of $6,822 in employee separation costs and an increase in repurchase and dealer financing costs of $4,762. These increases were partially offset by the impact of the decrease in European Recreational Vehicle net sales and income before income taxes, which caused related commissions, incentive and other compensation to decrease by $13,~~714.~~576 and professional fees decreased $2,533.

The decrease of $6394,~~437~~520 in European Recreational Vehicle income before income taxes for the ~~six~~nine months ended ~~January~~April 3130, 2025 compared to the ~~six~~nine months ended ~~January~~April 3130, 2024 was primarily due to the impact of the 13.2% decrease in European Recreational Vehicle net sales. The primary reasons for the decrease in percentage were the increases in both the cost of products sold and selling, general and administrative expense percentages noted above.

Liquidity and Capital Resources

As of ~~January~~April 3130, 2025, we had $~~373~~508,~~819~~321 in cash and cash equivalents, of which $~~284~~363,~~969~~230 was held in the U.S. and the equivalent of $88145,~~850~~091, predominantly in Euros, was held in Europe, compared to $501,316 on July 31, 2024, of which $373,031 was held in the U.S. and the equivalent of $128,285, predominantly in Euros, was held in Europe. Cash and cash equivalents held internationally may be subject to foreign withholding taxes if repatriated to the U.S. The components of the $~~127~~7,~~497~~005 ~~decrease~~increase in cash and cash equivalents are described in more detail below, but the ~~decrease~~increase was primarily attributable to cash provided by operations of $61319,~~582~~249 being ~~more~~mostly ~~than~~ offset by cash used in investing activities of $3467,~~463~~342 and cash used in financing activities of $~~167~~244,~~005~~090.

Net working capital at ~~January~~April 3130, 2025 was $1,~~050~~180,~~077~~697 compared to $1,083,005 at July 31, 2024. Capital expenditures of $5185,~~538~~050 for the ~~six~~nine months ended ~~January~~April 3130, 2025 were made primarily for production building additions and improvements and replacing machinery and equipment used in the ordinary course of business.

We strive to maintain adequate cash balances to ensure we have sufficient resources to respond to opportunities and changing business conditions. In addition, the unused availability under our revolving asset-based credit facility is generally available to the Company for general operating purposes and approximated $~~855~~985,000 at ~~January~~April 3130, 2025. We believe our on-hand cash and cash equivalents and funds generated from operations, along with funds available under the revolving asset-based credit facility, will be sufficient to fund expected operational requirements for the foreseeable future.

Our priorities for the use of current and future available cash generated from operations remain consistent with our history, and include reducing our indebtedness, maintaining and, over time, growing our dividend payments and funding our growth, both organically and, opportunistically, through acquisitions. We may also consider strategic and opportunistic repurchases of shares of THOR stock under the share repurchase authorizations as discussed in Note 16 to the Condensed Consolidated Financial Statements, and special dividends based upon market and business conditions and excess cash availability, subject to potential customary limits and restrictions pursuant to our credit facilities, applicable legal limitations and determination by the Company's Board of Directors ("Board"). We believe our on-hand cash and cash equivalents and funds generated from operations will be sufficient to fund expected cash dividend payments and share repurchases for the foreseeable future.

Our current estimate of committed and internally approved capital spend for the remainder of fiscal 2025 is approximately $~~125~~50,000, primarily for certain building projects as well as replacing and upgrading machinery, equipment and other assets throughout our facilities to be used in the ordinary course of business. We anticipate approximately ~~two~~one-~~thirds~~half will be in North America and one-~~third~~half in Europe, and that these expenditures will be funded by cash provided by our operating activities.

Our Board currently intends to continue regular quarterly cash dividend payments in the future. As is customary under credit facilities, certain actions, including our ability to pay dividends, are subject to the satisfaction of certain conditions prior to payment. The conditions for the payment of dividends under the existing debt facilities include a minimum level of adjusted excess cash availability and a fixed charge coverage ratio test, both as defined in the credit agreements. The declaration of future dividends and the establishment of the per share amounts, record dates and payment dates for any such future dividends are subject to the determination of the Board, and will be dependent upon future earnings, cash flows and other factors, in addition to compliance with any then-existing financing facilities.

Operating Activities

Net cash provided by operating activities for the ~~six~~nine months ended ~~January~~April 3130, 2025 was $61319,~~582~~249 as compared to net cash ~~used~~provided inby operating activities of $44207,~~200~~532 for the ~~six~~nine months ended ~~January~~April 3130, 2024.

For the ~~six~~nine months ended ~~January~~April 3130, 2025, net ~~loss~~income adjusted for non-cash items (primarily depreciation, amortization of intangibles and stock-based compensation) provided $~~152~~353,~~565~~812 of operating cash. The change in net working capital resulted in a net use of $9034,~~983~~563 of operating cash during that period, primarily due to arequired ~~decrease~~income intax ~~certain~~payments ~~accrued~~during ~~liabilities~~the asperiod aexceeding ~~result~~the ofincome ~~the~~tax ~~reduction~~provision infor ~~sales~~the ~~and~~period, ~~production~~as ~~when~~the ~~compared~~net tocash impact on the ~~prior-year~~changes ~~period~~in accounts receivable and accounts payable was minimal.

For the ~~six~~nine months ended ~~January~~April 3130, 2024, net income adjusted for non-cash items (primarily depreciation, amortization of intangibles and stock-based compensation) provided $~~207~~392,~~653~~784 of operating cash. The change in working capital resulted in the net use of $~~251~~185,~~853~~252 of operating cash during that period, primarily due to ~~an increase in chassis inventory as European chassis suppliers continued to get caught up delivering their order backlog, and RV finished goods had~~ a seasonal increase ~~heading~~in ~~into~~trade ~~the~~accounts ~~spring selling season. In addition~~receivable, required income tax payments during the period ~~exceeded~~exceeding the income tax provision for the period, and a decrease in certain accrued liabilities ~~decreased~~as ~~with~~a result of the reduction in sales and production when compared to the prior-year ~~end~~ period.

Investing Activities

Net cash used in investing activities for the ~~six~~nine months ended ~~January~~April 3130, 2025 was $3467,~~463~~342, primarily due to capital expenditures of $5185,~~538~~050 partially offset by proceeds from the dispositions of property, plant and equipment of $2122,~~209~~093.

Net cash used in investing activities for the ~~six~~nine months ended ~~January~~April 3130, 2024 was $80102,~~943~~889, primarily due to capital expenditures of $78106,~~901~~069.

Financing Activities

Net cash used in financing activities for the ~~six~~nine months ended ~~January~~April 3130, 2025 was $~~167~~244,~~005~~090, primarily for debt payments on the term-loan credit facilities of $85110,000 and on other debt of $29,167 as well as regular quarterly dividend payments of $0.50 per share for each of the first ~~two~~three quarters of fiscal 2025 totaling $5379,~~153~~755.

Net cash ~~provided~~used byin financing activities for the ~~six~~nine months ended ~~January~~April 3130, 2024 was $26173,~~754~~327, which included borrowings of $113,502 on the asset-based credit facility for temporary working capital needs and subsequent payments of $51111,~~925~~555 on the asset-based credit facility. In addition, borrowings of $186,723 ~~and payments of $127,626~~ were made ~~on the term-loan credit facilities~~ in connection with the November 2023 debt refinancing as discussed in Note 12 to the Condensed Consolidated Financial Statements, and payments totaling $227,626 were made on the term-loan credit facilities, of which $127,626 was paid in connection with the debt refinancing. Treasury share repurchases of $3043,~~037~~034 were made and regular quarterly dividend payments of $0.48 per share for each of the first ~~two~~three quarters of fiscal 2024 were also made totaling $5176,~~135~~730.

The Company increased its previous regular quarterly dividend of $0.48 per share to $0.50 per share in October 2024. In October 2023, the Company increased its previous regular quarterly dividend of $0.45 per share to $0.48 per share.

Accounting Standards

See Note 1 in the Notes to the Condensed Consolidated Financial Statements included in Item 1 of Part 1 of this Quarterly Report on Form 10-Q.

Critical Accounting Estimates

For a discussion of our critical accounting estimates, refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 and the notes to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended July 31, 2024. There have been no material changes to our critical accounting estimates since our Annual Report on Form 10-K for the year ended July 31, 2024.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risk from changes in foreign currency exchange rates and interest rates. At times, the Company enters into hedging transactions to mitigate certain of these risks in accordance with guidelines established by the Company’s management. The Company does not use financial instruments for trading or speculative purposes.

CURRENCY EXCHANGE RISK – The Company’s principal currency exposures mainly relate to the Euro and British Pound Sterling. The Company periodically uses foreign currency forward contracts to manage certain foreign exchange rate exposure related to anticipated sales transactions in Pounds Sterling with financial instruments whose maturity date, along with the realized gain or loss, occurs on or near the execution of the anticipated transaction.

The Company also holds $~~365~~374,~~380~~223 of debt denominated in Euros at ~~January~~April 3130, 2025. A hypothetical 10% change in the Euro/U.S. ~~Dollar~~dollar exchange rate would change our ~~January~~April 3130, 2025 debt balance by approximately $3637,~~538~~422.

INTEREST RATE RISK – Based on our assumption of the Company’s floating-rate debt levels over the next 12 months, a one-percentage-point increase in interest rates (approximately 1618.50% of our weighted-average interest rate at ~~January~~April 3130, 2025) would result in an estimated $5,~~030~~079 reduction in income before income taxes over a one-year period.

ITEM 4. CONTROLS AND PROCEDURES

The Company maintains “disclosure controls and procedures,” as such term is defined under Exchange Act Rule 13a-15(e), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company has carried out an evaluation, as of the end of the period covered by this report, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at attaining the level of reasonable assurance noted above.

During the quarter ended ~~January~~April 3130, 2025, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is involved in certain litigation arising out of its operations in the normal course of its business, most of which is based upon state “lemon laws,” warranty claims and vehicle accidents (for which the Company carries insurance above a specified self-insured retention or deductible amount). The outcomes of legal proceedings and claims brought against the Company are subject to significant uncertainty. There is significant judgment required in assessing both the probability of an adverse outcome and the determination as to whether an exposure can be reasonably estimated. In management’s opinion, the ultimate disposition of any current legal proceedings or claims against the Company will not have a material effect on the Company’s financial condition, operating results or cash flows. Litigation is, however, inherently uncertain and an adverse outcome from such litigation could have a material effect on the operating results of a particular reporting period.

ITEM 1A. RISK FACTORS

Before deciding to invest in our Company, in addition to the other information contained in our Annual Report on Form 10-K and other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended July 31, 2024, which could materially and adversely affect our business, financial condition, prospects, results of operations and cash flows. In such case, the trading price of our common stock could decline, and you could lose all or part of your investment. The risks described in our most recent Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially affect our business, financial condition, results of operations and prospects.

The risk factor described below updates this risk from what was disclosed in “Part 1, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended July 31, 2024.

Changes in tax rates, tax legislation or exposure to additional tax liabilities or tariffs could have a negative impact on our results of operations, cash flows, financial condition, dividend payments or strategic plan.

We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Our domestic and international tax liabilities are dependent upon the location of earnings among, and the applicable tax rates in, these different jurisdictions. Tax rates in various jurisdictions in which we operate or sell our products may increase to fund past or future governmental programs. The United States or other governmental authorities may adjust tax rates, impose new income taxes or indirect taxes, or revise interpretations of existing tax rules and regulations.

Our effective income tax rate could also be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in statutory rates, changes in the valuation of deferred tax assets and liabilities or changes in tax laws or their interpretation. If our effective tax rate were to increase, or if the ultimate determination of our taxes owed is for an amount in excess of amounts previously accrued, our operating results, cash flow and financial condition could be adversely affected, which, in turn, could negatively impact the availability of cash for dividend payments or our strategic plan.

In addition, the potential for the imposition of new or additional U.S. tariffs on imports as well as potential retaliatory tariffs or other measures certain other countries may impose on U.S. imports has increased with the new U.S. federal administration. These actions could increase our cost of goods sold and negatively impact our business and operating results. We may not be able to mitigate the effects of any tariffs without impacting our competitive position and customers’ demand for our products. Supply chain disruptions and delays as a result of any new tariff policies or trade restrictions could also negatively impact our cost of materials and production processes.

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Arrangements

No director or officer of the Company adopted or terminated 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) during the three months ended ~~January~~April 3130, 2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended January 31, 2025, the Company used $1,725 to purchase shares of common stock under its share repurchase authorizations. The Company’s total remaining authorizations for common stock repurchases was $421,095 at January 31, 2025.

A summary of the Company’s share repurchases during the three months ended January 31, 2025 is set forth below:

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
11/1/24 – 11/30/24	—	$	—	—	$	422,820
12/1/24 – 12/31/24	16,200	$	106.45	16,200	$	421,095
1/1/25 – 1/31/25	—	$	—	—	$	421,095
	16,200			16,200

(1)On December 21, 2021, the Company’s Board of Directors authorized Company management to utilize up to $250,000 to repurchase shares of the Company’s common stock through December 21, 2024. On June 24, 2022, the Board authorized Company management to utilize up to an additional $448,321 to repurchase shares of the Company’s common stock through July 31, 2025. The share repurchase program may be suspended, modified or discontinued at any time, and the Company has no obligation to repurchase any amount of its common stock under this program.

ITEM 6. EXHIBITS


Exhibit			Description
3.1			Thor Industries, Inc. Amended and Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 20, 2018)
3.2			Thor Industries, Inc. Amended and Restated By-Laws, as amended (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the SEC on December 20, 2018)
31.1			Chief Executive Officer’s Rule 13a-14(a) Certification
31.2			Chief Financial Officer’s Rule 13a-14(a) Certification
32.1			Chief Executive Officer’s Section 1350 Certification
32.2			Chief Financial Officer’s Section 1350 Certification
101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document
101.SCH			Inline XBRL Taxonomy Extension Schema Document
101.CAL			Inline XBRL Taxonomy Calculation Linkbase Document
101.PRE			Inline XBRL Taxonomy Presentation Linkbase Document
101.LAB			Inline XBRL Taxonomy Label Linkbase Document
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document
104			Cover Page Interactive Data File (formatted in inline XBRL and contained in Exhibit 101)

Attached as Exhibits 101 to this report are the following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended ~~January~~April 3130, 2025 formatted in XBRL (“eXtensible Business Reporting Language”): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income and Comprehensive Income, (iii) the Condensed Consolidated Statements of Cash Flows, (iv) the Condensed Consolidated Statements of Changes in Stockholders' Equity and (v) related notes to these financial statements.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

THOR INDUSTRIES, INC.

(Registrant)

DATE:	~~March~~June 54, 2025	/s/ Robert W. Martin
		Robert W. Martin
		President and Chief Executive Officer
DATE:	~~March~~June 54, 2025	/s/ Colleen Zuhl
		Colleen Zuhl
		Senior Vice President and Chief Financial Officer

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