Stockholders' Equity

12 Months Ended

Dec. 31, 2024

Stockholders' Equity

Stockholders' Equity

19. Stockholders’ Equity

CWGS, LLC Ownership

CWH is the sole managing member of CWGS, LLC and has the sole voting power in, and controls the management of, CWGS, LLC (See Note 20 – Non-Controlling Interests for further information about the ownership of CWGS, LLC). The remaining interest in CWGS, LLC, was held by the Continuing Equity Owners, who may redeem at each of their options their common units for, at the Company’s election (determined solely by the Company’s independent directors (within the meaning of the rules of the New York Stock Exchange)

who are disinterested), cash or newly issued shares of the Company’s Class A common stock. Accordingly, the Company consolidated the financial results of CWGS, LLC and reported a non-controlling interest in its consolidated financial statements. In accordance with the CWGS LLC Agreement, CWGS, LLC has made cash distributions to all common unit holders of CWGS, LLC in an amount sufficient for 1) CWH to pay the portion of its regular quarterly cash dividend to holders of its Class A common stock that is unrelated to tax distributions, if any, and 2) the common unit holders of CWGS, LLC to pay their income tax obligation on their allocated portion of CWGS, LLC income at the highest tax rate for all common unit holders of CWGS, LLC. The payment of these cash distributions by CWGS, LLC to Continuing Equity Owners are recorded as distributions to holders of CWGS, LLC common units in the accompanying Consolidated Statements of Stockholders’ Equity and Consolidated Statements of Cash Flows. The payment of these cash distributions by CWGS, LLC to CWH are within the consolidated group and, therefore, are not included in the distributions to holders of CWGS, LLC common units in the accompanying Consolidated Statements of Stockholders’ Equity and Consolidated Statements of Cash Flows.

Common Stock Economic and Voting Rights

Each share of the Company’s Class A common stock and Class B common stock entitles its holders to one vote per share on all matters presented to the Company’s stockholders generally; provided that, for as long as ML Related Parties, directly or indirectly, beneficially own in the aggregate 27.5% or more of all of the outstanding common units of CWGS, LLC, the shares of Class B common stock held by the ML Related Parties will entitle the ML Related Parties to the number of votes necessary such that the ML Related Parties, in the aggregate, cast 47% of the total votes eligible to be cast by all of the Company’s stockholders on all matters presented to a vote of the Company’s stockholders generally. Additionally, the one share of Class C common stock entitles its holder to the number of votes necessary such that the holder casts 5% of the total votes eligible to be cast by all of the Company’s stockholders on all matters presented to a vote of the Company’s stockholders generally. The one share of Class C common stock is owned by ML RV Group, LLC, a Delaware limited liability company, wholly-owned by the Company’s Chairman and Chief Executive Officer, Marcus A. Lemonis.

Holders of the Company’s Class B and Class C common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon the liquidation, dissolution or winding up of the Company. Shares of Class B common stock may only be issued to the extent necessary to maintain the one-to-one ratio between the number of common units of CWGS, LLC held by funds controlled by Crestview Partners II GP, L.P. and the ML Related Parties (the “Class B Common Owners”) and the number of shares of Class B common stock held by the Class B Common Owners. Shares of Class B common stock are transferable only together with an equal number of common units of CWGS, LLC. Only permitted transferees of common units held by the Class B Common Owners will be permitted transferees of Class B common stock. Shares of Class B common stock will be canceled on a one-for-one basis upon the redemption of any of the outstanding common units of CWGS, LLC held by the Class B Common Owners. Upon the occurrence of certain change in control events, the Class C common stock would no longer have any voting rights, such share of the Company’s Class C common stock will be cancelled for no consideration and will be retired, and the Company will not reissue such share of Class C common stock.

The Company must, at all times, maintain a one-to-one ratio between the number of outstanding shares of Class A common stock and the number of common units of CWGS, LLC owned by CWH (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities).

November 2024 Public Offering

On November 1, 2024, the Company completed a public offering (the “November 2024 Public Offering”) in which the Company sold 14,634,146 shares of the Company’s Class A common stock at a public offering price of $20.50 per share (or $19.81 per share after underwriting discounts and commissions). The Company received $289.9 million in proceeds, net of underwriting discounts and commissions, which were used to purchase 14,634,146 common units from CWGS, LLC at a price per unit equal to the public offering price per share of Class A common stock in the November 2024 Public Offering, less underwriting discounts and commissions.

Additionally, in November 2024, the underwriters exercised their option to purchase an additional 2,195,121 shares of Class A common stock and the Company received $43.5 million in additional proceeds, net of underwriting discounts and commissions, which were used to purchase 2,195,121 common units from CWGS, LLC at a price per unit equal to the public offering price per share of Class A common stock in the November 2024 Public Offering, less underwriting discounts and commissions.

Of the 16,829,267 shares Class A common stock sold in the November 2024 Public Offering, 4,228,700 were issued from treasury stock and the remainder were newly-issued shares. The Company incurred approximately $1.0 million of offering costs that were recorded as a reduction in the additional paid-in capital recorded for the proceeds from the November 2024 Public Offering in the consolidated statement of stockholders’ equity.

Short-Swing Profit Disgorgement

In November 2022, the Company received approximately $58,000 from short-swing profit disgorgement remitted by Marcus A. Lemonis, Chairman and Chief Executive Officer of the Company, which is included as an increase to additional paid-in capital in the consolidated statement of stockholders’ equity and as a financing activity in the consolidated statement of cash flows.

Stock Repurchase Program

In October 2020, the Company’s Board of Directors initially authorized a stock repurchase program for the repurchase of up to $100.0 million of the Company’s Class A common stock, expiring on October 31, 2022. In August 2021 and January 2022, the Company’s Board of Directors authorized increases to the stock repurchase program for the repurchase of up to an additional $125.0 million and $152.7 million, respectively, of the Company’s Class A common stock and extended the stock repurchase program to expire on August 31, 2023 and December 31, 2025, respectively. Repurchases under the program are subject to any applicable limitations on the availability of funds to be distributed to the Company by CWGS, LLC to fund repurchases and may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at the Company’s discretion, depending on market conditions and corporate needs. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. This program does not obligate the Company to acquire any particular amount of Class A common stock and the program may be extended, modified, suspended or discontinued at any time at the Board’s discretion. The Company expects to fund the repurchases using cash on hand.

During the years ended December 31, 2024 and 2023, the Company did not repurchase Class A common stock under the stock repurchase program. During the year ended December 31, 2022, the Company repurchased 2,592,524 shares of Class A common stock under this program for approximately $79.8 million including commissions paid, at a weighted average price per share of $30.76, which is recorded as treasury stock on the accompanying consolidated balance sheets. Class A common stock held as treasury stock is not considered outstanding. During the years ended December 31, 2024 and 2023, the Company reissued 322,271 and 579,176 shares of Class A common stock from treasury stock to settle the exercises of stock options, vesting of restricted stock units, and settlement of other stock-based awards under the Company’s 2016 Incentive Award Plan (the “2016 Plan”), respectively, (see Note 21 — Stock-Based Compensation Plans). As discussed above, the Company reissued 4,228,700 shares of Class A common stock held as treasury in the November 2024 Public Offering. As of December 31, 2024 and 2023, the remaining approved amount for repurchases of Class A common stock under the share repurchase program was approximately $120.2 million.