8-K
Thor Industries Inc (THO)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 24, 2025
_______________________________
THOR Industries, Inc.
(Exact name of registrant as specified in its charter)
_______________________________
| Delaware | 1-9235 | 93-0768752 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
52700 Independence Court
Elkhart, Indiana 46514-8155
(Address of Principal Executive Offices) (Zip Code)
(574) 970-7460
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
_______________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock (Par value $.10 Per Share) | THO | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.02. Results of Operations and Financial Condition.
On September 24, 2025, THOR Industries, Inc. (the “Company”) issued a press release announcing certain financial results for the fourth quarter and full-year ended July 31, 2025. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The Company also posted an updated investor slide presentation and a list of investor questions and answers to the “Investors” section of its website. A copy of the Company’s slide presentation and investor questions and answers are attached hereto as Exhibit 99.2 and 99.3, respectively, and are incorporated by reference herein. Exhibits 99.1, 99.2, and 99.3 include non-GAAP financial measures related to our operations along with a reconciliation of these GAAP to non-GAAP measures and an explanation of why these non-GAAP measures provide useful information to investors and how management uses these non-GAAP measures. These non-GAAP measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations from our results should be carefully evaluated.
Item 7.01. Regulation FD Disclosure.
The press release attached hereto as Exhibit 99.1 provides earnings guidance for the Company’s fiscal year 2026 along with updated industry information. The slide presentation attached hereto as Exhibit 99.2, and incorporated by reference herein, also provides earnings guidance as well as updated information on industry wholesale shipments and retail market share. The Company also posted an updated list of investor questions and answers to the “Investors” section of its website. A copy of the Company's investor questions and answers is attached hereto as Exhibit 99.3 and is incorporated by reference herein.
In accordance with general instruction B.2 to Form 8-K, the information set forth in Items 2.02 and 7.01 of this Form 8-K (including Exhibits 99.1, 99.2, and 99.3) shall be deemed “furnished” and not “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing thereunder or under the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description |
|---|---|
| 99.1 | Copy of press release, dated September 24, 2025, issued by the Company |
| 99.2 | Copy of investor slide presentation, posted on the Company’s website on September 24, 2025 |
| 99.3 | Copy of investor questions and answers posted on the Company’s website on September 24, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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 hereunto duly authorized.
| THOR Industries, Inc. | ||
|---|---|---|
| Date: September 24, 2025 | By: | /s/ Colleen Zuhl |
| Colleen Zuhl | ||
| Senior Vice President and Chief Financial Officer |
EdgarFiling EXHIBIT 99.1
THOR Industries Announces Fiscal 2025 Fourth Quarter and Full Year Results
| REPORTS SOLID RESULTS AMIDST IMPROVING MARKET SHARE, RETAIL SALES TRENDS | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Financial Highlights | ||||||||||
| ($ in thousands, except for per share data) | Three Months Ended July 31, | Change | Fiscal Years Ended July 31, | Change | ||||||
| 2025 | 2024 | 2025 | 2024 | |||||||
| Net Sales | $ | 2,523,783 | $ | 2,534,167 | (0.4)% | $ | 9,579,490 | $ | 10,043,408 | (4.6)% |
| Gross Profit | $ | 370,883 | $ | 401,331 | (7.6)% | $ | 1,340,641 | $ | 1,451,962 | (7.7)% |
| Gross Profit Margin % | 14.7% | 15.8% | (110) bps | 14.0% | 14.5% | (50) bps | ||||
| Net Income Attributable to THOR | $ | 125,757 | $ | 90,015 | 39.7% | $ | 258,559 | $ | 265,308 | (2.5)% |
| Diluted Earnings Per Share | $ | 2.36 | $ | 1.68 | 40.5% | $ | 4.84 | $ | 4.94 | (2.0)% |
| Cash Flows from Operations | $ | 258,674 | $ | 338,016 | (23.5)% | $ | 577,923 | $ | 545,548 | 5.9% |
| EBITDA^(1)^ | $ | 224,804 | $ | 219,025 | 2.6% | $ | 615,839 | $ | 714,655 | (13.8)% |
| Adjusted EBITDA^(1)^ | $ | 209,506 | $ | 218,392 | (4.1)% | $ | 659,126 | $ | 730,095 | (9.7)% |
| ^(1)^See reconciliation of non-GAAP measures to most directly comparable GAAP financial measures included at the end of this release |
Fiscal 2025 Fourth Quarter
- Revenue of $2.52 billion and Adjusted EBITDA of $209.5 million in the quarter. Adjusted EBITDA excludes the favorable impacts related to fixed asset sales and business interruption insurance, as well as nonrecurring costs associated with strategic reorganization initiatives
- The North American Towable and North American Motorized segments saw market share inflect in the period as strategic initiatives executed throughout the fiscal year continued to gain traction
- Dealer inventory turns improved sequentially and the channel is appropriately positioned heading into the fall
- Strategic organizational restructuring progressed during the quarter and puts THOR in a favorable position to achieve additional operating efficiencies
Fiscal Year 2025
- Generated revenue of $9.58 billion and Adjusted EBITDA of $659.1 million, which contributed to increased year-over-year cash from operations as management continues to execute on our proven operating model
- Reduced the Company’s total debt obligations with payments of approximately $237.0 million made during fiscal 2025 and returned $158.8 million to shareholders in the form of dividends and stock repurchases
- Launched a strategic organizational restructuring plan to optimize the enterprise structure and strengthen the brand portfolio
ELKHART, Ind., Sept. 24, 2025 (GLOBE NEWSWIRE) -- THOR Industries, Inc. (NYSE: THO) today announced financial results for its fiscal 2025 fourth quarter and full year ended July 31, 2025.
“We are very pleased with the results that our teams delivered amidst a highly volatile macroeconomic backdrop. Our performance is a testament to their hard work and dedication that has helped us navigate a challenging environment. Our annual Open House event has just kicked off, giving us an opportunity to connect with our customers and showcase the exciting new products we have to offer. As we continue to execute our strategic plan, we remain focused on improving our operational efficiency, gaining market share and driving long-term success,” stated Bob Martin, President and Chief Executive Officer of THOR Industries. “Having been on the road extensively the last three months meeting with many of our independent dealers, I am more confident than ever in the strength of the relationships we have developed. These relationships have been an important driver of the lot share gains that we are seeing, which has translated into stronger retail performance.”
Todd Woelfer, Senior Vice President and Chief Operating Officer added, “We are excited about the opportunities that we have in front of us, including the ability to further leverage data to monitor and respond to retail demand in real time, the creation of a best-in-class marketplace for RV parts, the generation of sustainable cost savings related to the consolidation of Heartland brands under Jayco and the completion of a comprehensive refresh of Keystone’s product portfolio amidst a backdrop of clean channel inventories.”
“Fiscal 2025 was another successful year for THOR. Despite the challenging macro environment, we were able to generate over $577.9 million of cash from operations, which we used to further invest in our business, fund returns to shareholders and reduce debt. As we enter fiscal 2026, our liquidity position provides us significant flexibility to take advantage of potential opportunities, including any stock price dislocations,” added Colleen Zuhl, Senior Vice President and Chief Financial Officer.
Fourth Quarter Financial Results
THOR’s consolidated results were primarily driven by the results of its individual reportable segments as noted below.
Segment Results
North American Towable RVs
| ($ in thousands) | Three Months EndedJuly 31, | Change | Fiscal Years Ended July 31, | Change | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||
| Net Sales | $ | 888,744 | $ | 931,856 | (4.6)% | $ | 3,784,666 | $ | 3,679,671 | 2.9% |
| Unit Shipments | 25,682 | 28,572 | (10.1)% | 119,790 | 112,830 | 6.2% | ||||
| Gross Profit | $ | 118,576 | $ | 117,375 | 1.0% | $ | 496,976 | $ | 427,386 | 16.3% |
| Gross Profit Margin % | 13.3% | 12.6% | +70 bps | 13.1% | 11.6% | +150 bps | ||||
| Income Before Income Taxes | $ | 74,452 | $ | 50,913 | 46.2% | $ | 247,012 | $ | 169,232 | 46.0% |
| Change | ||||||||||
| --- | --- | --- | --- | --- | ||||||
| ( in thousands) | 2025 | 2024 | ||||||||
| Order Backlog | 525,014 | $ | 552,379 | (5.0)% |
All values are in US Dollars.
- Retail sales growth improved in the fourth quarter of fiscal 2025 for the North American Towable segment, contributing to sales modestly exceeding expectations as initiatives to gain market share began to deliver results; however, Company wholesale shipments for the fourth quarter of fiscal 2025 finished down 10.1% compared to the prior-year period as we aggressively managed channel inventory to ensure that we are properly positioned for the upcoming fiscal year. The gross profit margin percentage in the fourth quarter of fiscal 2025 improved 70 bps compared to the prior-year period, driven by reduced warranty and promotional expenses and ongoing cost savings initiatives, partially offset by non-recurring expenses associated with reducing the legacy Heartland products from the channel ahead of the product refresh under Jayco.
North American Motorized RVs
| ($ in thousands) | Three Months EndedJuly 31, | Change | Fiscal Years Ended<br>July 31, | Change | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||
| Net Sales | $ | 557,412 | $ | 517,319 | 7.8% | $ | 2,175,604 | $ | 2,445,850 | (11.0)% |
| Unit Shipments | 4,379 | 3,777 | 15.9% | 17,153 | 18,761 | (8.6)% | ||||
| Gross Profit | $ | 62,869 | $ | 65,974 | (4.7)% | $ | 210,634 | $ | 277,840 | (24.2)% |
| Gross Profit Margin % | 11.3% | 12.8% | (150) bps | 9.7% | 11.4% | (170) bps | ||||
| Income Before Income Taxes | $ | 39,081 | $ | 29,812 | 31.1% | $ | 85,343 | $ | 126,496 | (32.5)% |
| Change | ||||||||||
| --- | --- | --- | --- | --- | ||||||
| ( in thousands) | 2025 | 2024 | ||||||||
| Order Backlog | 1,004,620 | $ | 776,903 | 29.3% |
All values are in US Dollars.
- Net sales for the North American Motorized segment were up 7.8% in the fourth quarter of fiscal 2025, impacted by a 15.9% increase in unit shipments as our teams continue to navigate a challenging cost environment while delivering key price points that consumers demand, leading to notable market share gains. Dealer inventory is at an appropriate level heading into the fall and we are poised to capture additional market share in the Motorized segment in fiscal 2026. The gross margin percentage decline was primarily due to a favorable LIFO adjustment in the prior-year period along with more aggressive promotional activity in the current period, partially offset by improved operating efficiencies and a lower warranty cost percentage. Income in the segment benefited from an insurance settlement of approximately $11.2 million.
European RVs
| ($ in thousands) | Three Months EndedJuly 31, | Change | Fiscal Years Ended July 31, | Change | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||
| Net Sales | $ | 923,051 | $ | 943,424 | (2.2)% | $ | 3,023,961 | $ | 3,364,980 | (10.1)% |
| Unit Shipments | 12,873 | 14,982 | (14.1)% | 44,445 | 55,317 | (19.7)% | ||||
| Gross Profit | $ | 143,912 | $ | 176,143 | (18.3)% | $ | 460,319 | $ | 581,211 | (20.8)% |
| Gross Profit Margin % | 15.6% | 18.7% | (310) bps | 15.2% | 17.3% | (210) bps | ||||
| Income Before Income Taxes | $ | 51,948 | $ | 87,171 | (40.4)% | $ | 101,634 | $ | 231,377 | (56.1)% |
| Change | ||||||||||
| --- | --- | --- | --- | --- | ||||||
| ( in thousands) | 2025 | 2024 | ||||||||
| Order Backlog | 1,525,592 | $ | 1,950,793 | (21.8)% |
All values are in US Dollars.
- European RV net sales for the fourth quarter of fiscal 2025 were down 2.2% compared to the prior-year period, heavily impacted by the 14.1% decline in unit shipments but partially offset by an 11.9% increase in the overall net price per unit. Increased product costs and promotional activity, along with restructuring expenses, contributed to the 310 basis point decline in gross profit margin percentage.
Fiscal 2026 Guidance
“While there is significant internal excitement around the company-specific initiatives that have the potential to drive business results beyond what the broader market would normally support, we are cognizant of the inherent uncertainty surrounding the timing of these dynamics playing out. Additionally, with multiple data points suggesting weakness emerging in the job market, we think it is prudent to plan for another challenging year,” commented Seth Woolf, Head of Corporate Development & Investor Relations.
For fiscal 2026, the Company’s full-year financial guidance includes:
- Consolidated net sales in the range of $9.0 billion to $9.5 billion
- Stable gross margin at midpoint, with upside in a stronger market
- Diluted earnings per share in the range of $3.75 to $4.25
- Guidance assumes a low- to mid-single digit retail decline in North America with stable market share
- Does not incorporate a meaningful financial impact related to the Heartland realignment, Keystone model refresh or other restructuring initiatives
- Assumes a normalized tax rate
Mr. Martin concluded by saying, “We will know much more about what fiscal 2026 will bring after our Open House event this week and, more importantly, the winter shows culminating in Tampa in January, but I am optimistic with what we are seeing thus far and I look forward to meeting with investors on the road this fall.”
Supplemental Earnings Release Materials
THOR Industries has provided a comprehensive question and answer document, as well as a PowerPoint presentation, relating to its quarterly results and other topics.
To view these materials, go to http://ir.thorindustries.com.
About THOR Industries, Inc.
THOR Industries is the sole owner of operating subsidiaries which, combined, represent the world’s largest manufacturer of recreational vehicles.
For more information on the Company and its products, please go to www.thorindustries.com.
Forward-Looking Statements
This release 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 production 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, trade, 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; the ability to realize anticipated benefits of strategic realignments or other reorganizational actions; 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; 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, including confidential and personal information, 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; the impact of adverse weather conditions and/or weather-related events; 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, 2025.
We disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this release 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.
| THOR INDUSTRIES, INC. AND SUBSIDIARIES | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CONDENSED CONSOLIDATED STATEMENTS OF INCOME | ||||||||||||||||
| FOR THE THREE MONTHS AND FISCAL YEARS ENDED JULY 31, 2025 AND 2024 | ||||||||||||||||
| (000’s except share and per share data) | ||||||||||||||||
| Fiscal Years Ended July 31, | ||||||||||||||||
| 2025 | % Net Sales^(1)^ | 2024 | % Net Sales^(1)^ | 2025 | % Net Sales^(1)^ | 2024 | % Net Sales^(1)^ | |||||||||
| Net sales | 2,523,783 | $ | 2,534,167 | $ | 9,579,490 | $ | 10,043,408 | |||||||||
| Gross profit | 370,883 | 14.7 | % | $ | 401,331 | 15.8 | % | $ | 1,340,641 | 14.0 | % | $ | 1,451,962 | 14.5 | % | |
| Selling, general and administrative expenses | 237,862 | 9.4 | % | 230,995 | 9.1 | % | 922,554 | 9.6 | % | 895,531 | 8.9 | % | ||||
| Amortization of intangible assets | 30,357 | 1.2 | % | 35,420 | 1.4 | % | 119,027 | 1.2 | % | 132,544 | 1.3 | % | ||||
| Interest expense, net | 10,058 | 0.4 | % | 18,410 | 0.7 | % | 48,441 | 0.5 | % | 88,666 | 0.9 | % | ||||
| Other income, net | 50,761 | 2.0 | % | 10,512 | 0.4 | % | 45,572 | 0.5 | % | 13,623 | 0.1 | % | ||||
| Income before income taxes | 143,367 | 5.7 | % | 127,018 | 5.0 | % | 296,191 | 3.1 | % | 348,844 | 3.5 | % | ||||
| Income tax provision | 16,742 | 0.7 | % | 35,554 | 1.4 | % | 39,600 | 0.4 | % | 83,444 | 0.8 | % | ||||
| Net income | 126,625 | 5.0 | % | 91,464 | 3.6 | % | 256,591 | 2.7 | % | 265,400 | 2.6 | % | ||||
| Less: Net income (loss) attributable to non-controlling interests | 868 | — | % | 1,449 | 0.1 | % | (1,968 | ) | — | % | 92 | — | % | |||
| Net income attributable to THOR Industries, Inc. | 125,757 | 5.0 | % | $ | 90,015 | 3.6 | % | $ | 258,559 | 2.7 | % | $ | 265,308 | 2.6 | % | |
| Earnings per common share: | ||||||||||||||||
| Basic | 2.37 | $ | 1.70 | $ | 4.87 | $ | 4.98 | |||||||||
| Diluted | 2.36 | $ | 1.68 | $ | 4.84 | $ | 4.94 | |||||||||
| Weighted-average common shares outstanding: | ||||||||||||||||
| Basic | 52,959,358 | 53,066,642 | 53,085,577 | 53,248,488 | ||||||||||||
| Diluted | 53,285,322 | 53,524,397 | 53,400,306 | 53,687,377 | ||||||||||||
| (1) Percentages may not add due to rounding differences |
All values are in US Dollars.
| SUMMARY CONDENSED CONSOLIDATED BALANCE SHEETS (000’s) | ||||||||
|---|---|---|---|---|---|---|---|---|
| July 31, 2024 | July 31,2025 | July 31, 2024 | ||||||
| Cash and equivalents | 586,596 | $ | 501,316 | Current liabilities | $ | 1,584,696 | $ | 1,567,022 |
| Accounts receivable, net | 707,363 | 700,895 | Long-term debt, net | 919,612 | 1,101,265 | |||
| Inventories, net | 1,351,796 | 1,366,638 | Other long-term liabilities | 271,424 | 278,483 | |||
| Prepaid income taxes, expenses and other | 132,220 | 81,178 | Stockholders’ equity | 4,289,552 | 4,074,053 | |||
| Total current assets | 2,777,975 | 2,650,027 | ||||||
| Property, plant & equipment, net | 1,315,728 | 1,390,718 | ||||||
| Goodwill | 1,841,118 | 1,786,973 | ||||||
| Amortizable intangible assets, net | 758,758 | 861,133 | ||||||
| Equity investments and other, net | 371,705 | 331,972 | ||||||
| Total | 7,065,284 | $ | 7,020,823 | $ | 7,065,284 | $ | 7,020,823 |
All values are in US Dollars.
Non-GAAP Reconciliations
The following table reconciles consolidated net income to consolidated EBITDA and Adjusted EBITDA:
| EBITDA Reconciliations | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| ( in thousands) | |||||||||||
| Fiscal Years Ended July 31, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||
| Net income | 126,625 | $ | 91,464 | $ | 256,591 | $ | 265,400 | ||||
| Add back: | |||||||||||
| Interest expense, net | 10,058 | 18,410 | 48,441 | 88,666 | |||||||
| Income tax provision | 16,742 | 35,554 | 39,600 | 83,444 | |||||||
| Depreciation and amortization of intangible assets | 71,379 | 73,597 | 271,207 | 277,145 | |||||||
| EBITDA | 224,804 | $ | 219,025 | $ | 615,839 | $ | 714,655 | ||||
| Add back: | |||||||||||
| Stock-based compensation expense | 4,074 | 8,852 | 30,872 | 37,901 | |||||||
| Change in LIFO reserve, net | 3,602 | (6,494 | ) | 702 | (14,494 | ) | |||||
| Net expense (income) related to certain contingent liabilities | — | (1,079 | ) | — | (17,979 | ) | |||||
| Non-cash foreign currency loss (gain) | 1,944 | (1,380 | ) | 9,255 | 940 | ||||||
| Investment-related loss (gain) | (470 | ) | 896 | 4,944 | 16,043 | ||||||
| Weather-related loss (gain) | (12,153 | ) | — | (13,653 | ) | 2,500 | |||||
| Debt amendment expenses | — | — | — | 7,175 | |||||||
| Strategic initiatives | 15,020 | — | 43,201 | — | |||||||
| Other loss (gain), including sales of PP&E | (27,315 | ) | (1,428 | ) | (32,034 | ) | (16,646 | ) | |||
| Adjusted EBITDA | 209,506 | $ | 218,392 | $ | 659,126 | $ | 730,095 |
All values are in US Dollars.
EBITDA and Adjusted EBITDA are non-GAAP performance measures included to illustrate and improve comparability of the Company's results from period to period, particularly in periods with unusual or one-time items. EBITDA is defined as net income (loss) before net interest expense (income), income tax provision (benefit) and depreciation and amortization. Adjusted EBITDA reflects adjustments to EBITDA to identify items that, in management’s judgment, significantly affect the assessment of earnings results between periods. The Company considers these non-GAAP measures in evaluating and managing the Company's operations and believes that discussion of results adjusted for these items is meaningful to investors because it provides a useful analysis of ongoing underlying operating trends. The adjusted measures are not in accordance with, nor are they a substitute for, GAAP measures, and they may not be comparable to similarly titled measures used by other companies.
THOR Investor Relations Contact: Seth Woolf Head of Corporate Development & Investor Relations swoolf@thorindustries.com (574) 294-7718
Exhibit 99.2
Financial Results Fourth Quarter & Fiscal 2025
2 Forward - Looking Statements This presentation includes certain statements that are “forward - looking” statements within the meaning of the U . S . Private Securities Litigation Reform Act of 1995 , Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E 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 production 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, trade, 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 ; the ability to realize anticipated benefits of strategic realignments or other reorganizational actions ; 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 ; 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, including confidential and personal information, 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 adverse weather conditions and/or weather - related events ; 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 1 A of our Annual Report on Form 10 - K for the year ended July 31 , 2025 . We disclaim any obligation or undertaking to disseminate any updates or revisions to any forward - looking statements contained in this presentation 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 .
3 Founded in 1980 and headquartered in Elkhart, Indiana, THOR is a global family of companies that makes it easier and more enjoyable to connect people with nature and each other to create lasting outdoor memories. Approximately 20,900 Team Members EBITDA (2) $615.8 M Adjusted EBITDA (2) $659.1 M Gross Profit Margin 14.0% Diluted EPS $4.84 FISCAL 2025 RESULTS (1) Net Sales $9.58 B Net Income Attributable to THOR Industries, Inc. $258.6 M (1) (2) For the fiscal year ended July 31, 2025 See the Appendix to this presentation for reconciliation of non - GAAP measures to most directly comparable GAAP financial measures Unit Shipments 181,388 Distribution in 25+ Countries Approximately 3,500 Independent Dealership Locations Manufacturing Operations in 6 Countries 11 States >375 Facilities Worldwide
4 Together, the THOR family of companies represents the world’s largest manufacturer of recreational vehicles. We offer a comprehensive range of RVs to inspire and empower everyone to Go Everywhere; Stay Anywhere. (1) (2) $ in thousands As compared to the fiscal quarter ended July 31, 2024 Other, net $154,576 6.1% North American Motorized $557,412 22.1% North American Towable $888,744 35.2% European $923,051 36.6% FOURTH QUARTER FISCAL 2025 $2.52 billion (0.4)% (2) North American Motorized $517,319 20.4% Other, net $141,568 5.6% North American Towable $931,856 36.8% European $943,424 37.2% FOURTH QUARTER FISCAL 2024 $2.53 billion THOR CONSOLIDATED NET SALES (1)
5 Change FY 2024 FY 2025 Change Q4 2024 Q4 2025 ($ in thousands) Net Sales – Segments 2.9 % $ 3,679,671 $ 3,784,666 (4.6)% $ 931,856 $ 888,744 North American Towable (11.0)% 2,445,850 2,175,604 7.8 % 517,319 557,412 North American Motorized (10.1)% 3,364,980 3,023,961 (2.2)% 943,424 923,051 European 7.7 % 552,907 595,259 9.2 % 141,568 154,576 Other, net (4.6)% $ 10,043,408 $ 9,579,490 (0.4)% $ 2,534,167 $ 2,523,783 Total (50) bps 14.5% 14.0% (110) bps 15.8% 14.7% Gross Profit Margin % (2.5)% $ 265,308 $ 258,559 39.7 % $ 90,015 $ 125,757 Net Income (1) (2.0)% $ 4.94 $ 4.84 40.5 % $ 1.68 $ 2.36 Diluted Earnings per Share (1) 5.9 % $ 545,548 $ 577,923 (23.5)% $ 338,016 $ 258,674 Cash Flows from Operations (13.8)% $ 714,655 $ 615,839 2.6 % $ 219,025 $ 224,804 EBITDA (2) (9.7)% $ 730,095 $ 659,126 (4.1)% $ 218,392 $ 209,506 Adjusted EBITDA (2) THOR remains focused on enhancing the fundamentals of our business and executing on our strategic plan (1) (2) Attributable to THOR Industries, Inc. See the Appendix to this presentation for reconciliation of non - GAAP measures to most directly comparable GAAP financial measures Fourth Quarter & Fiscal 2025 Summary Fourth Quarter and Fiscal 2025 Highlights • North American Towable and North American Motorized segments saw market share inflect during the fourth quarter as strategic initiatives executed throughout the fiscal year continued to gain traction • Dealer inventory turns improved sequentially and the North American channel is appropriately positioned heading into the fall • FY 2025 cash flows from operations surpassed the prior year as our management teams continue to execute on our proven operating model • Launched earlier during the fiscal year, THOR’s strategic organizational restructuring plan to optimize enterprise structure and strengthen our brand portfolio progressed during the fourth quarter and continues to put us in a favorable position to achieve additional operating efficiencies
6 Fiscal 2025 Fourth Quarter Key Drivers • Net sales decreased 4 . 6 % driven by a reduction of 10 . 1 % in unit shipments, which was partially offset by higher ASPs that benefited from a product mix shift to fifth wheels • Gross margin improved despite the revenue decline due to the impacts of lower discounting activity, an improvement in warranty costs and the favorable change in product mix, which more than offset certain nonrecurring costs associated with our restructuring efforts • Independent dealer inventory of THOR Towable products at July 31 , 2025 fell 0 . 9 % year - over - year and decreased 21 . 8 % sequentially as retail grew in the period North American Towable Segment Change FY 2024 FY 2025 Change Q4 2024 Q4 2025 2.9 % $ 3,679,671 $ 3,784,666 (4.6)% $ 931,856 $ 888,744 Net Sales (1) +150 bps 11.6% 13.1% +70 bps 12.6% 13.3% Gross Profit Margin % 6.2 % 112,830 119,790 (10.1)% 28,572 25,682 Wholesale Shipments (2) (3.1)% $ 32,613 $ 31,594 6.1 % $ 32,614 $ 34,606 Average Sales Price July 31, 2025 July 31, 2024 Change (5.0)% $ 552,379 $ 525,014 Backlog (1) (0.9)% 64,120 63,515 Dealer Inventory (3) (1) $ in thousands; (2) in units; (3) Independent Dealer Inventory of THOR products, in units
7 Fiscal 2025 Fourth Quarter Key Drivers • Net sales increased 7 . 8 % compared to the prior - year period as an increase in unit shipments of 15 . 9 % was partially offset by a shift in product mix towards our lower - priced product lines and an increase in sales discounting • Gross margin decreased year - over - year primarily due to a favorable LIFO adjustment in the prior - year period along with more aggressive promotional activity in the current period, partially offset by improved operating efficiencies and a lower warranty cost percentage • Independent dealer inventory of THOR Motorized products at July 31 , 2025 decreased both year - over - year and sequentially, positioning channel inventory advantageously heading into our 2026 fiscal year Change FY 2024 FY 2025 Change Q4 2024 Q4 2025 (11.0)% $ 2,445,850 $ 2,175,604 7.8 % $ 517,319 $ 557,412 Net Sales (1) (170) bps 11.4% 9.7% (150) bps 12.8% 11.3% Gross Profit Margin % (8.6)% 18,761 17,153 15.9 % 3,777 4,379 Wholesale Shipments (2) (2.7)% $ 130,369 $ 126,835 (7.1)% $ 136,966 $ 127,292 Average Sales Price July 31, 2025 July 31, 2024 Change 29.3 % $ 776,903 $ 1,004,620 Backlog (1) (10.5)% 10,893 9,747 Dealer Inventory (3) North American Motorized Segment (1) $ in thousands; (2) in units; (3) Independent Dealer Inventory of THOR products, in units
8 Fiscal 2025 Fourth Quarter Key Drivers • Net sales decreased 2 . 2 % driven by a 14 . 1 % decrease in unit shipments offset in part by the combined impact of changes in foreign currency, product mix and price • Gross margin decreased 310 bps compared to the fourth quarter of fiscal 2024 due to the sales decline, increased discounting activity within targeted categories, higher input costs and strategic restructuring expenses • As of July 31 , 2025 , we believe the dealer inventory levels of our European products are generally situated at an appropriate level relative to the anticipated market trajectory as we begin our fiscal 2026 Change FY 2024 FY 2025 Change Q4 2024 Q4 2025 (10.1)% $ 3,364,980 $ 3,023,961 (2.2)% $ 943,424 $ 923,051 Net Sales (1) (210) bps 17.3% 15.2% (310) bps 18.7% 15.6% Gross Profit Margin % (19.7)% 55,317 44,445 (14.1)% 14,982 12,873 Wholesale Shipments (2) 11.8 % $ 60,831 $ 68,038 13.9 % $ 62,970 $ 71,704 Average Sales Price July 31, 2025 July 31, 2024 Change (21.8)% $ 1,950,793 $ 1,525,592 Backlog (1) (15.3)% 26,233 22,221 Dealer Inventory (3) European Segment (1) $ in thousands; (2) in units; (3) Independent Dealer Inventory of THOR products, in units
9 ($ in thousands) As of July 31, 2025 As of July 31, 2024 $ 501,316 $ 586,596 Cash and Cash Equivalents 814,000 840,000 Availability under Revolving Credit Facility $ 1,315,316 $ 1,426,596 Total Liquidity $ 1,151,279 $ 933,812 Outstanding Debt (1) Leverage Ratios (2) As of July 31, 2025 As of July 31, 2024 0.9 x 0.6 x Net Debt / TTM EBITDA 0.9 x 0.5 x Net Debt / TTM Adjusted EBITDA Cash Flow Generation FY 2025 FY 2024 $ 545,548 $ 577,923 Cash from Operating Activities (1) (2) Total gross debt obligations inclusive of the current portion of long - term debt See the Appendix to this presentation for reconciliation of non - GAAP measures to most directly comparable GAAP financial measures Liquidity, low leverage ratio and strong cash flow generation position THOR to seize upon opportunities in both North America and Europe
10 Capital Management PRIORITIES AND FISCAL 2025 ACTIONS Invest in THOR’s business ▪ Capex investment of $123.0 million during fiscal 2025 Pay THOR's dividend (1) ▪ Increased regular quarterly dividend to $0.50 in October 2024 ▪ Represents 15 th consecutive year of dividend increases Reduce the Company's debt obligations ▪ Payments on total debt of $237.0 million during fiscal 2025 ▪ Committed to long - term net debt leverage ratio target of 1.0x Repurchase shares on a strategic and opportunistic basis ▪ Repurchased 586 , 558 shares, totaling $ 52 . 6 million, during fiscal 2025 ▪ $ 379 . 3 million available to be repurchased under current authorization as of July 31 , 2025 Support opportunistic strategic investments ▪ Liquidity and history of strong cash flow generation favorably position THOR to seize upon opportunities in both North America and Europe (1) Our Board currently intends to continue regular quarterly cash dividend payments in the future, subject to certain conditions discussed in the Liquidity and Capital Resources section of Part II, Item 7 : Management’s Discussion and Analysis in the Company’s Annual Report on Form 10 - K for the fiscal year ended July 31 , 2025
11 Financial performance for the fourth quarter and full fiscal year yielded strong results amidst a highly volatile macroeconomic backdrop Continued execution of our strategic initiatives led to market share inflections during the fourth quarter for both our North American Motorized and Towable segments, driving a sequential improvement in dealer inventory turns and positioning the channel appropriately heading into the fall Improved generation of cash from operations during the fiscal year resulting from management’s execution of our proven operating model was used to further invest in our business, to fund returns to shareholders in the form of dividends and stock repurchases and to reduce debt We are optimistic that the strategic realignment of Heartland under Jayco will generate sustainable cost savings and, along with the comprehensive refresh of Keystone’s product portfolio, present the opportunity to drive long - term profitable share gains Key Takeaways from the Fourth Quarter and Fiscal 2025
12 Fiscal Year 2026 Guidance (1) (1) (2) Our Fiscal Year 2026 runs from August 1, 2025 through July 31, 2026 Before consideration of any discrete tax items Consolidated Net Sales $9.0B – $9.5B Gross Margin Stable at Midpoint Assumptions ▪ Wholesale and retail volumes are roughly balanced ▪ Low - to mid - single - digit retail decline in the North American market with stable market share ▪ Average selling prices flat to moderately higher as intra - category mix changes partially offset model - specific price increases ▪ A steady European market ▪ Stable gross margin at midpoint, with upside in a stronger market ▪ Return to a normalized tax rate ( 2 ) ▪ Does not assume a meaningful financial impact related to the Heartland realignment, Keystone model refresh or other restructuring initiatives ▪ Cadence of earnings will look similar to fiscal 2025 amidst uncertain macroeconomic backdrop Diluted Earnings Per Share $3.75 – $4.25
13 Appendix
EBITDA and Adjusted EBITDA are non - GAAP performance measures included to illustrate and improve comparability of the Company's results from period to period, particularly in periods with unusual or one - time items . EBITDA is defined as net income (loss) before net interest expense (income), income tax provision (benefit) and depreciation and amortization . Adjusted EBITDA reflects adjustments to EBITDA to identify items that, in management’s judgment, significantly affect the assessment of earnings results between periods . The Company considers these non - GAAP measures in evaluating and managing the Company's operations and believes that discussion of results adjusted for these items is meaningful to investors because it provides a useful analysis of ongoing underlying operating trends . The adjusted measures are not in accordance with, nor are they a substitute for, GAAP measures, and they may not be comparable to similarly titled measures used by other companies . 14 Quarterly EBITDA & Adjusted EBITDA Reconciliations THOR Consolidated TTM Q4 FY25 Q3 FY25 Q2 FY25 Q1 FY25 Q4 FY24 ($ in thousands) $ 256,591 $ 126,625 $ 133,928 $ (3,089) $ (873) $ 91,464 Net Income (Loss) 48,441 10,058 11,205 11,950 15,228 18,410 Add Back: Interest Expense, Net 39,600 16,742 21,652 1,489 (283) 35,554 Income Tax Provision (Benefit) 271,207 71,379 66,173 65,994 67,661 73,597 Depreciation and Amortization of Intangible Assets $ 615,839 $ 224,804 $ 232,958 $ 76,344 $ 81,733 $ 219,025 EBITDA 30,872 4,074 8,188 8,073 10,537 8,852 Add Back: Stock - Based Compensation Expense 702 3,602 (1,400) (1,500) — (6,494) Change in LIFO Reserve, net — — — — — (1,079) Net Expense (Income) Related to Certain Contingent Liabilities 9,255 1,944 2,665 1,254 3,392 (1,380) Non - Cash Foreign Currency Loss (Gain) 4,944 (470) 137 2,635 2,642 896 Investment - Related Loss (Gain) (13,653) (12,153) (1,500) — — — Weather - Related Loss (Gain) 43,201 15,020 12,722 — 15,459 — Strategic Initiatives (32,034) (27,315) 1,053 209 (5,981) (1,428) Other Loss (Gain), Including Sales of PP&E $ 659,126 $ 209,506 $ 254,823 $ 87,015 $ 107,782 $ 218,392 Adjusted EBITDA $ 9,579,490 $ 2,523,783 $ 2,894,816 $ 2,018,107 $ 2,142,784 $ 2,534,167 Net Sales 6.9 % 8.3 % 8.8 % 4.3 % 5.0 % 8.6 % Adjusted EBITDA Margin (%) $ 933,812 Total Long - Term Debt as of July 31, 2025 (1) 586,596 Less: Cash and Cash Equivalents $ 347,216 Net Debt 0.6 x 0.5 x Net Debt / TTM EBITDA Net Debt / TTM Adjusted EBITDA TTM Fiscal Quarters (1) Total debt obligations as of July 31, 2025 inclusive of the current portion of long - term debt.
EBITDA is a non - GAAP performance measure included to illustrate and improve comparability of the Company's results from period to period . EBITDA is defined as net income (loss) before net interest expense (income), income tax provision (benefit) and depreciation and amortization . The Company considers this non - GAAP measure in evaluating and managing the Company's operations and believes that discussion of results adjusted for these items is meaningful to investors because it provides a useful analysis of ongoing underlying operating trends . The adjusted measures are not in accordance with, nor are they a substitute for, GAAP measures, and they may not be comparable to similarly titled measures used by other companies . 15 Quarterly EBITDA Reconciliations By Segment ($ in thousands) Q4 FY24 Q1 FY25 TTM Fiscal Quarters Q2 FY25 Q3 FY25 Q4 FY25 TTM $ 247,012 $ 74,452 $ 97,587 $ 28,152 $ 46,821 $ 50,913 Net Income Add Back: (11) (2) (3) (3) (3) (3) Interest Expense (Income), Net — — — — — — Income Tax Provision (Benefit) 52,662 13,206 13,207 13,155 13,094 13,609 Depreciation and Amortization of Intangible Assets $ 299,663 $ 87,656 $ 110,791 $ 41,304 $ 59,912 $ 64,519 EBITDA $ 3,784,666 $ 888,744 $ 1,168,878 $ 828,266 $ 898,778 $ 931,856 Net Sales 7.9% 9.9% 9.5% 5.0% 6.7% 6.9% EBITDA Margin % $ 85,343 $ 39,081 $ 32,883 $ 4,298 $ 9,081 $ 29,812 Net Income Add Back: (8) (1) (1) (3) (3) 6 Interest Expense (Income), Net — — — — — — Income Tax Provision (Benefit) 34,119 8,442 8,400 8,621 8,656 8,442 Depreciation and Amortization of Intangible Assets $ 119,454 $ 47,522 $ 41,282 $ 12,916 $ 17,734 $ 38,260 EBITDA $ 2,175,604 $ 557,412 $ 666,686 $ 446,298 $ 505,208 $ 517,319 Net Sales 5.5% 8.5% 6.2% 2.9% 3.5% 7.4% EBITDA Margin % $ 119,181 $ 59,040 $ 45,057 $ 7,890 $ 7,194 $ 84,698 Net Income Add Back: 2,191 18 508 336 1,329 1,095 Interest Expense (Income), Net (17,547) (7,092) 1,242 (5,680) (6,017) 2,473 Income Tax Provision (Benefit) 129,434 35,960 30,906 30,327 32,241 33,781 Depreciation and Amortization of Intangible Assets $ 233,259 $ 87,926 $ 77,713 $ 32,873 $ 34,747 $ 122,047 EBITDA $ 3,023,961 $ 923,051 $ 883,542 $ 612,465 $ 604,903 $ 943,424 Net Sales 7.7% 9.5% 8.8% 5.4% 5.7% 12.9% EBITDA Margin % Towable Motorized European
16 EUROPEAN SEGMENT NORTH AMERICAN MOTORIZED SEGMENT NORTH AMERICAN TOWABLE SEGMENT We consist of a trusted family of brands that are loved by RV consumers
17 (1) (2) All retail information presented is for the CYTD June 30 , 2025 . North American retail data is reported by Statistical Surveys, Inc . and 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 . European retail data is reported by the Caravaning Industry Association e . V . (“CIVD”) and the European Caravan Federation (“ECF ” ) . This information is subject to adjustment, continuously updated and is often impacted by delays in reporting by various countries (some countries, including the United Kingdom, do not report OEM - specific data and are thus excluded from the market share calculation) . (3) EUROPEAN (3) All RV Categories NORTH AMERICAN (2) CATEGORY Class B Class C Class A Fifth Wheels Travel Trailers 24.1% 42.0% 50.4% 49.5% 37.2% 39.5% MARKET SHARE (1) #2 #1 #1 #1 #1 #2 MARKET POSITION (1) THOR – The Global RV Industry Leader
18 55.4 28.4 13.2 25.2 24.8 28.2 38.3 44.0 47.3 54.7 62.6 57.6 46.6 40.8 56.2 58.4 45.9 34.9 33.8 35.9 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 (e) (e) 298.1 208.6 152.4 217.1 227.6 257.6 282.8 312.8 326.9 376.0 442.0 426.1 359.4 389.6 544.0 434.9 267.3 298.8 303.1 313.4 2026 2025 2024 2023 2022 2021 2020 2019 2018 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007 (e) (e) 353.5 237.0 165.6 242.3 252.4 285.7 321.1 356.7 374.2 430.7 504.6 483.7 406.1 430.4 600.2 493.3 313.2 333.7 337.0 349.3 2026 2025 2024 2023 2022 2021 2020 2019 2018 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007 (e) (e) TOWABLE RV WHOLESALE MARKET TRENDS (UNITS 000's) Calendar YTD Shipments (Units) % Change Unit Change June 2024 June 2025 +6.8% 12,109 178,596 190,705 Calendar YTD Shipments (Units) % Change Unit Change June 2024 June 2025 +7.9% 12,634 159,407 172,041 Calendar YTD Shipments (Units) % Change Unit Change June 2024 June 2025 (2.7)% (525) 19,189 18,664 Historical Data: Recreation Vehicle Industry Association (RVIA) (e) Calendar years 2025 and 2026 represent the most recent RVIA "most likely" estimates from their September 2025 issue of Roadsigns Estimated totals may not add due to rounding. RV Industry Overview North America RV WHOLESALE MARKET TRENDS (UNITS 000's) MOTORIZED RV WHOLESALE MARKET TRENDS (UNITS 000's)
19 NORTH AMERICAN RV RETAIL MARKET SHARE (1) 2015 2016 2017 RV Retail Registrations (1) 2019 2020 CCS Index (2) 2010 2011 2012 2013 2014 2018 2021 2022 2023 2024 0 100,000 200,000 300,000 400,000 500,000 600,000 0 25 50 75 100 125 150 (1) (2) Source: Statistical Surveys, Inc., U.S. and Canada; CYTD June 30, 2025 and 2024 Source: The Conference Board, Consumer Confidence Survey ® , through June 2025 CONSUMER CONFIDENCE VS. RV RETAIL REGISTRATIONS (1)(2) 47.3 % 10,263 48.3 % 9,493 THOR Industries 39.1 % 66,007 38.2 % 63,482 THOR Industries % 18.4 3,991 % 20.5 4,038 Forest River % 37.3 62,987 % 38.1 63,183 Forest River % 17.1 3,715 % 14.5 2,859 Winnebago % 8.3 13,981 % 8.4 13,943 Grand Design % 7.0 1,514 % 6.3 1,248 REV Group % 1.3 2,230 % 2.2 3,689 Brinkley % — — % 1.0 206 Grand Design % 1.5 2,573 % 2.2 3,618 Alliance % 10.2 2,214 % 9.4 1,821 All Others % 12.5 21,235 % 10.9 18,098 All Others 21,697 19,665 Industry Total 169,013 166,013 Industry Total TOWABLE Six Months Ended June 30, 2025 2024 Units Share % Units Share % MOTORIZED Six Months Ended June 30, 2025 2024 Units Share % Units Share % North America RV Industry Overview
20 EUROPEAN RV RETAIL MARKET SHARE (2) (3) 208 189 154 150 156 147 137 140 152 168 190 202 211 236 261 219 210 221 366 289 206 228 247 264 304 333 376 416 471 495 465 449 382 356 Europe North America 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 FULL - YEAR COMPARISON OF NEW VEHICLE REGISTRATIONS BY CONTINENT (UNITS 000's) (1) (2) 572 522 (1) (2) (3) Source : Statistical Surveys ; North American retail registration data available at www . statisticalsurveys . com Source : European Caravan Federation ; CYTD June 30 , 2025 and 2024 ; European retail registration data available at www . CIVD . de "All Others" in Motorcaravans and Campervans includes units produced by major European Vehicle OEMs (Volkswagen, Mercedes - Benz and Ford), which combined represent approximately 10 . 3 % and 15 . 3 % of Motorcaravans & Campervans retailed in the six months ended June 30 , 2025 and 2024 , respectively CARAVANS Six Months Ended June 30, 2025 2024 Units Share % Units Share % MOTORCARAVANS & CAMPERVANS Six Months Ended June 30, 2025 2024 Units Share % Units Share % 35.4 % 9,513 35.0 % 8,699 Hobby 25.3 % 20,955 28.3 % 23,351 Trigano 21.5 % 5,786 22.7 % 5,655 Knaus Tabbert 25.3 % 20,994 26.1 % 21,538 Erwin Hymer Group 18.3 % 4,930 17.3 % 4,297 Erwin Hymer Group 10.6 % 8,793 9.8 % 8,049 Knaus Tabbert 15.9 % 4,269 15.5 % 3,845 Trigano 0.8 % 660 1.1 % 901 Hobby 8.9 % 2,400 9.5 % 2,373 All Others 38.0 % 31,507 34.7 % 28,685 All Others (3) 26,898 24,869 Industry Total 82,909 82,524 Industry Total Note : Industry and 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 . ” The “Non - OEM Reporting Countries” are primarily the United Kingdom, which made up 15 . 2 % and 9 . 4 % of the caravan and motorcaravan (including campervans) European retail market for the six months ended June 30 , 2025 , respectively, and others . Total European registrations are reported quarterly by the ECF . 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 . Market share percentages are calculated based solely upon the available registration statistics from the “OEM Reporting Countries . ” Europe RV Industry Overview
21 Additional Metrics $3,280,075 $3,055,226 $552,379 $525,014 $776,903 $1,004,620 $1,950,793 $1,525,592 NA Towables NA Motorized ($ in thousands) European 7/31/24 7/31/25 127,000 87,500 75,000 73,300 Inventory Units 7/31/22 7/31/23 7/31/24 7/31/25 NORTH AMERICAN INDEPENDENT DEALER INVENTORY OF THOR PRODUCTS RV BACKLOG OF $3.06 billion (6.9)% (1) (1) (2) As compared to July 31, 2024 Comparable independent dealer inventory unit information was not available prior to July 31, 2023 21,200 26,200 22,200 Inventory Units 7/31/23 7/31/24 7/31/25 EUROPEAN INDEPENDENT DEALER INVENTORY OF THOR PRODUCTS (2)
www.thorindustries.com THOR INVESTOR RELATIONS CONTACT: Seth Woolf Head of Corporate Development & Investor Relations swoolf@thorindustries.com (574) 294 - 7718
Exhibit 99.3
****
FOURTH QUARTER FISCAL 2025 INVESTOR QUESTIONS & ANSWERS
September24, 2025
Forward-Looking Statements
Reference is made to the forward-lookingstatements disclosure provided at the end of this document.
Financial Highlights
| ( in thousands, except<br> for per share data) | Three Months Ended July 31, | Fiscal Years Ended July 31, | |||||||
|---|---|---|---|---|---|---|---|---|---|
| 2025 | **** | 2024 | Change | **** | 2025 | **** | 2024 | Change | |
| Net Sales | 2,523,783 | $ | 2,534,167 | (0.4)% | $ | 9,579,490 | $ | 10,043,408 | (4.6)% |
| Gross Profit | 370,883 | $ | 401,331 | (7.6)% | $ | 1,340,641 | $ | 1,451,962 | (7.7)% |
| Gross Profit Margin % | 14.7% | 15.8% | (110) bps | 14.0% | 14.5% | (50) bps | |||
| Net Income Attributable to THOR | 125,757 | $ | 90,015 | 39.7% | $ | 258,559 | $ | 265,308 | (2.5)% |
| Diluted Earnings Per Share | 2.36 | $ | 1.68 | 40.5% | $ | 4.84 | $ | 4.94 | (2.0)% |
| Cash Flows from Operations | 258,674 | $ | 338,016 | (23.5)% | $ | 577,923 | $ | 545,548 | 5.9% |
| EBITDA(1) | 224,804 | $ | 219,025 | 2.6% | $ | 615,839 | $ | 714,655 | (13.8)% |
| Adjusted EBITDA(1) | 209,506 | $ | 218,392 | (4.1)% | $ | 659,126 | $ | 730,095 | (9.7)% |
All values are in US Dollars.
(1) See reconciliation of non-GAAP measures to most directly comparable GAAP financial measures included in this release
Quick Reference toContents
| Q&A | |
|---|---|
| Market Update & Outlook | 2 |
| Operations Update | 4 |
| Strategic Update | 5 |
| Financial Update | 6 |
| Segment Data | |
| Summary of Key Quarterly Segment Data – North American Towable RVs | 9 |
| Summary of Key Quarterly Segment Data – North American Motorized RVs | 10 |
| Summary of Key Quarterly Segment Data – European RVs | 11 |
| Non-GAAP Reconciliations | 12 |
| Forward-Looking Statements | 13 |
Q&A
MARKET UPDATE & OUTLOOK
1. Can you provide an update on the sentiment of your North American independent dealers? What is your industry outlook for fiscal 2026?
| a. | While<br> fiscal 2025 overall has been characterized by volatility, we view the sentiment of our North American independent dealers as cautiously<br> optimistic. Heading into the spring season, dealers positioned themselves for a strong year after seeing signs of stabilizing retail.<br> However, a combination of adverse weather and equity market and tariff-related volatility contributed to a weaker start to the selling<br> season than we had originally anticipated. While we were encouraged to see retail sales pick up in the seasonally stronger months, we<br> continue to believe dealers will place orders closer to need and adopt a conservative inventory stance in the off-season. The current<br> Recreational Vehicle Industry Association (“RVIA”) North American wholesale shipments forecast for calendar 2025 is 320,400<br> to 353,500 units with a most likely scenario of approximately 337,000 units, implying an approximately 6% decline of industry wholesale<br> shipments in the second half of calendar 2025 compared to the second half of calendar 2024. The range from the RVIA is consistent with<br> how we envision the second half of calendar 2025 unfolding. |
|---|---|
| 2. | What are the trends that you have been monitoring<br> within North American retail demand? |
| --- | --- |
| a. | As<br> we moved into the spring selling season, we saw strengthening retail trends. However, we prudently prepared our operations for retail<br> to potentially fade back to the underlying trend that we saw earlier in the fiscal year. As a result of stronger retail trends prevailing,<br> we were able to report results that came in slightly above the high end of our consolidated net sales guidance range for fiscal 2025.<br> While there is enthusiasm around the prospect of further interest rate cuts and retail lenders potentially easing financing rates, there<br> are also signs for caution, especially from the labor market. Our guidance for fiscal 2026 assumes that retail will experience a low-<br> to mid-single digit decline during our upcoming fiscal year. When thinking about retail it is important to consider that: (1) the start<br> of our fiscal 2026 will be lapping the lowest interest rates of calendar 2024 (recall 10-year yields bottomed around 3.6% in September<br> 2024); (2) dealers are selling down the legacy Heartland product and there will be an air pocket between the sell-off of legacy units<br> and the introduction of Heartland units produced by Jayco; and (3) the work we have done to improve our relationships with independent<br> dealer partners should translate into improving retail as we progress through fiscal 2026. |
| --- | --- |
3. How do you view the current European retail environment, and what is your outlook for the European market in your fiscal 2026?
| a. | We<br> anticipate a relatively flat sell-through environment in Europe in fiscal 2026 despite encouraging data points still being present within<br> the European market. Our independent dealers continue to express confidence in the market and our EHG brands achieved double-digit retail<br> growth at the 2025 Caravan Salon trade fair in Düsseldorf, Germany (“CSD”) earlier this month. While we are seeing these<br> encouraging signs of activity within the European market, we have also experienced market challenges such as a prolonged shift in consumer<br> preferences towards premium and entry-level brands, which has pressured sales volumes for our mainstream brands and led to increased promotional<br> activity. Despite reasonably resilient demand from retail customers and independent dealers, the first six months of calendar 2025 exhibited<br> industry declines across both motorcaravan and caravan product segments. According to the European Caravan Federation (“ECF”),<br> total retail registrations in Europe for the first half of calendar year 2025 decreased 2.7% in comparison with the prior-year period.<br> This change was driven by a 0.2% decrease in registrations of motorcaravans and campervans, as well as a 9.8% decrease in registrations<br> of caravans during the period. |
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| 2 |
| --- |
While retail registrations for the first six months of calendar year 2025 declined compared to the prior-year period, we believe that the European Central Bank (“ECB”) interest rate cuts that occurred through June 2025 will aid sales channel throughput going forward as carrying costs are reduced for independent dealers and overall costs are moderated for retail customers. Although these interest rate cuts were paused at the end of the summer, we are well positioned to gain market share with a favorable product mix. Our introduction of new models and the refresh of one of our mainstream brands were extremely well received at the 2025 CSD. We believe our product offerings will be favored on dealer lots as they clear excess inventory produced by others in the industry, and that our European segment will return to market share growth.
4. Are affordability concerns still a significant influence on the North American retail market? How effective have you been in addressing these concerns and mitigating any tariff impacts that you have experienced in your material costs?
| a. | Affordability<br> remains one of the most significant challenges that we face in the marketplace. Our operating companies are working tirelessly to prevent<br> any incremental costs from being passed on to the consumer, but in some cases it is unavoidable. It is difficult to precisely quantify<br> what the full impact of tariffs will be in fiscal 2026 due to the shifting environment and the multitude of factors that will influence<br> our product mix. Additionally, we have worked extensively within our value chain to spread rising costs equally so as to mitigate the<br> pricing pressures on the consumer. |
|---|
Conversely, these affordability challenges, and our strategic responses to them, also represent a significant opportunity. When customers enter into and experience the RV lifestyle, they frequently become lifetime customers. Because of this, we believe the strong volume in recent periods of single axle trailers, a category that is typically emblematic of entry-level buyers, will generate future sales growth of larger travel trailers and fifth wheels as these new customers progress through the trade-in cycle. In response to this, our teams have worked hard to meet the demands of customers that are focused on affordability. An example of this can be seen in the Motorized segment where the innovative private label products that our teams have developed are resonating in the market because they are hitting key price points for customers. We believe strongly in our ability to continually identify opportunities that address affordability so as to keep customers engaged with the RV market and foster future sales growth.
5. How would you characterize the financial health and sentiment of the consumer in the current environment?
| a. | The<br> state of the consumer varies at the moment due to the impacts of numerous macroeconomic data points. While consumer spending and wage<br> growth have been resilient, there is mounting household debt and signs that the labor market is weakening amidst a backdrop of falling<br> interest rates. Moreover, consumer sentiment and inflation expectations remain volatile. For reasons such as these, we continue to believe<br> that it is prudent to plan for a challenging operating environment in fiscal 2026, similar to what we have seen in fiscal 2025 where any<br> upside will likely be a function of idiosyncratic business initiatives rather than a more supportive retail market. That said, consumer<br> credit is generally available and, if the cost to borrow continues to decline and remains lower for a prolonged period of time, we would<br> anticipate demand would pick up as affordability hurdles are lessened. We recognize that there is an upside scenario to our fiscal 2026<br> guidance, but managing the business with prudence requires alignment with the realities of our current marketplace. |
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| 3 |
| --- |
OPERATIONS UPDATE
| 1. | Do you believe that dealer inventory levels are<br> at an appropriate level as you begin your fiscal 2026? |
|---|---|
| a. | Dealer<br> inventory is a crucial part of how we think about the business, which is why we aggressively managed production when it became clear that<br> early-season sell-out was progressing on a lower-than- anticipated trajectory. While absolute North American dealer inventory in the field<br> has been relatively low, dealer turns slipped in our third quarter of fiscal 2025 due to a combination of lot share gains and a weaker-<br> than-expected early spring selling season. This was largely corrected in our fourth quarter of fiscal 2025 with dealer turns finishing<br> at 1.9x. In North America, we ended the fiscal 2025 fourth quarter with approximately 73,300 units in dealer inventory which compares<br> to approximately 91,800 units and 75,000 units in dealer inventory as of April 30, 2025 and July 31, 2024, respectively. We feel that<br> the current level of North American independent dealer inventory is appropriate and positions THOR to grow market share. |
| --- | --- |
In Europe, dealer inventory levels of THOR products approximated 22,200 units at the end of our fiscal 2025 fourth quarter, a modest decline from the roughly 23,000 units that were in the field as of April 30, 2025 and significantly lower than the 26,200 units as of July 31, 2024. Overall, we believe our European dealer inventory levels are generally situated at an appropriate level relative to the anticipated market trajectory as we begin our fiscal 2026.
2. What are the expected benefits of the Heartland product consolidation under Jayco, and are there other product consolidation opportunities?
| a. | While<br> we are not quantifying the financial impact of this product consolidation at this time, there are important elements to consider at a<br> high level. There will be some inefficiencies in the first half of fiscal 2026 that will not abate until the second half of our fiscal<br> year as production levels increase more meaningfully to support the load-in of the new product into the channel. Following the aforementioned<br> production increase, we anticipate that the margin pressures from earlier in the fiscal year will be fully offset and we will experience<br> positive impacts on both the top and bottom lines. Beyond the initial load-in, we would expect that the new Heartland product will be<br> a driver of profitable volume and has the potential to be a multi-year share-gain story. |
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Although it is expected that companies in the industry will occasionally underperform, we always critically monitor the overall performance of our operating companies and evaluate what is best for the Company. As proven in the past, when opportunities arise to streamline functions or right-size capacities, we will not hesitate to drive efficiencies and improve the positioning of our brands. Currently, we are satisfied with our overall structure and product portfolio and look forward to the additional opportunities our leaner organization has to drive value in fiscal 2026 and beyond.
| 3. | Can you elaborate on some of the key initiatives<br> being undertaken at Keystone? |
|---|---|
| a. | Keystone,<br> our highest volume operating company, has lost market share following the COVID-19 pandemic. This prompted Keystone to conduct a comprehensive<br> review of the organization. Keystone added new talent to the product design team in conjunction with a new, more aggressive marketing<br> approach that culminated in the rebranding of the company in June 2025. The most impactful change is a product refresh that is being showcased<br> at the September 2025 Open House. We believe that by leaning into full body paint on trailers, adding key content and creating a more<br> geographically diverse product portfolio, Keystone will materially differentiate itself from the competition. The Reign, a travel trailer<br> which debuted late last year, offered the first glimpse into Keystone’s new product vision and will be followed up with an all-new<br> entry-level line that will precede a frame up redesign of the iconic Montana line later this fall. More product introductions are slated<br> to follow as a lead-in to Keystone’s 30th anniversary in 2026. All of this will occur amidst a simultaneous recalibration with the<br> independent dealer network that should help drive further momentum. While there are many reasons for optimism stemming from Keystone,<br> we are cognizant of the execution risks and are not assuming an immediate, or meaningful retail outgrowth due to these initiatives, but<br> we are confident in Keystone’s ability to regain market share going forward. |
| --- | --- |
| 4 |
| --- |
STRATEGIC UPDATE
| 1. | THOR’s North<br> American market share steadily improved in the final few months of the calendar year- to-date period through June 2025. Are you seeing<br> positive signs that previously implemented strategic initiatives are positively impacting the trajectory of THOR’s market share,<br> and do you expect this positive trend to continue? |
|---|---|
| a. | Yes,<br> the trajectory of THOR’s market share has improved in recent months as initiatives to gain lot share with key dealer partners have<br> proved effective. This was expected by our management teams and the evolution of our market share position in recent months is consistent<br> with what we messaged at the January 2025 RV SuperShow in Tampa as we began to undertake strategic initiatives to deepen relationships<br> with our independent dealers. In conjunction with lot share gains, our teams have worked tirelessly to put forward a more robust product<br> portfolio at the price levels consumers are demanding. We have seen encouraging data points showing our retail market share inflecting<br> positively over the last two months. Looking forward, we believe that our efforts to improve our market presence will continue to improve<br> our share position with the refreshed Keystone lineup, a revamped Heartland portfolio produced by Jayco, as well as a Thor Motor Coach<br> product that is dialed into consumer preferences being among the drivers of more significant share gains longer term. |
| --- | --- |
2. Private label brands have played a large role in the market in recent quarters. How do the economics compare to traditional units and how do these fit within your overall strategy?
| a. | In<br> our view, there is no comparison to our best-in-class brands that have rich histories and sizable installed bases of loyal customers that<br> can service their units at various dealers across the country. While our brands are the foundation of our business, there is a place for<br> private label products for growing dealership groups that might otherwise have more inconsistencies in their brand portfolios across locations.<br> It is accurate that our independent dealers will generally be able to source these products at lower prices, but that does not necessarily<br> translate to less attractive economics for THOR. These orders are typically placed in greater quantities and give our engineering and<br> purchasing teams enhanced planning abilities for specific components, allowing us to leverage our supply chain for advantageous upstream<br> pricing. In addition to the purchasing benefits, the larger order quantities give our production teams fewer variables for production<br> planning and larger batches of more uniform products to help drive operational efficiencies. The net benefit of these improved efficiencies<br> largely offsets the impact of lower wholesale prices that often accompany private label brands. |
|---|
3. Jayco recently unveiled its Entegra Embark hybrid Class A motorhome. What are the highlights of this model introduction and how does it fit within your product strategy?
| a. | We<br> stated at last year’s Open House that we intended to have a commercialized hybrid Class A motorhome in calendar 2025, and we are<br> delivering on that goal. The Entegra Embark hybrid Class A motorhome is an exciting new product and a proof of concept of our investment<br> in innovation and extensive cross-entity collaboration. This product is unique to the industry and is a significant first step towards<br> electrified product offerings. The hybrid nature of the motorhome allows for an exceptionally quiet driving experience that is unparalleled,<br> while also being smartly appointed with a European inspired interior design. |
|---|
We believe this development reinforces our industry leadership with this technology and continues to add points of differentiation for our family of companies from our competitors. This product provides an excellent option within the Class A product line with its reduced emissions and fuel usage as the Motorized segment navigates evolving regulations. Further, we feel that it has the ability to attract a new type of customer that has a focus on sustainability, a sharper driving experience and is looking for a cutting-edge product. We look forward to this product coming to market, and the eventual additional products our teams develop following the path that the Embark hybrid has pioneered.
| 5 |
| --- |
FINANCIAL UPDATE
1. North American Towable gross profit margin percentage increased to 13.3% in the fourth quarter of fiscal 2025 compared to 12.6% in the prior-year period. What is driving the improvement?
| a. | The<br> 70 basis point improvement in our North American Towable gross profit margin performance in the fourth quarter of fiscal 2025 was driven<br> by ongoing cost savings initiatives coupled with reduced warranty and promotional expenses, partially offset by expenses associated with<br> reducing the legacy Heartland products from the channel ahead of the product refresh. |
|---|
We are particularly pleased with the incremental margin performance given that we not only contended with pressures associated with the Heartland restructuring, but were also in an environment where North American Towable segment net sales declined 4.6% in our fiscal 2025 fourth quarter compared to the prior- year period. Specifically, net sales fell due to a 10.1% decline in Company wholesale shipments as we neared the end of selling season and worked to destock independent dealer inventory ahead of our new product introductions. We believe additional margin growth is achievable for this segment going forward as promotional activity to clear discontinued models subsides.
2. THOR’s North American Motorized segment has now outperformed the overall motorized market for two consecutive quarters. What do you attribute this success to?
| a. | During<br> the fourth quarter of fiscal 2025, net sales for our North American Motorized segment increased 7.8% compared to the prior-year period,<br> driven by a 15.9% increase in Company unit shipments led by our Class B and Class C product lines, which saw year-over-year improvements<br> in unit shipments of 17.8% and 28.0%, respectively. This increase in shipment volume was offset in part by an 8.1% decrease in the overall<br> net price per unit, primarily resulting from the shift in product mix towards our more moderately priced Class B and Class C units as<br> noted above, as well as an increase in overall sales discounting compared to the prior-year period. |
|---|
Despite a tough macroeconomic backdrop, the Motorized segment delivered a strong performance due to some of our newer products hitting strategic price points. The sales growth we have experienced in our Class B and Class C product lines is a testament to the hard work and focus our teams have put into addressing affordability concerns through the introduction of new models as well as the designing of private label products at desirable price points.
North American Motorized gross profit margin in the fourth quarter of our fiscal 2025 decreased to 11.3% from 12.8% in the fourth quarter of fiscal 2024, primarily due to a favorable LIFO adjustment in the prior- year period along with more aggressive promotional activity in the current-year period, partially offset by improved operating efficiencies and a lower warranty cost percentage. We anticipated the elevated promotional activity within our North American Motorized segment as certain competitors are under significant pressure in the marketplace right now and we continue to work to address the affordability concerns of retail customers. Additionally, shifts in our overall North American Motorized product mix towards our relatively lower-priced Class B and Class C product lines contributed to the slight margin decline. We believe we are well suited to solidify recent market share gains through offerings at attractive price points, while also growing margins with products differentiated by innovation that can attract new buyers to the market.
| 6 |
| --- | | 3. | Income<br> before income taxes for THOR’s European segment declined in both the fourth quarter of fiscal 2025 and for the full year of fiscal<br> 2025 compared to the prior-year periods. What was the driver of this profitability decline and will negative pressures subside in fiscal<br> 2026? | | --- | --- | | a. | Our<br> European segment managed through various profitability pressures throughout fiscal 2025, and, in particular, during the fourth quarter.<br> From a macro level, Europe continues to experience market trends that are similar to those that have been seen in North America, with<br> shifting retail customer preferences putting pressure on overall sales volumes for the European segment. Consumer preferences remain focused<br> on premium and entry-level products, while mainstream products have seen lower demand. This has led to increased promotional activity<br> concentrated within certain models and product lines. Beyond just shifting consumer preferences, the European market has seen elevated<br> discounting as industry peers work to right- size their inventory positions. While we will not pursue market share at all costs, the presence<br> of these elevated inventory positions has presented a modest margin headwind. We believe the margin pressures caused by this situation<br> will moderate as dealer inventory mix improves, and there will be notable upside opportunities for our European segment as a preferred<br> partner for our independent dealers. | | --- | --- |
In addition to the margin declines related to elevated promotional activities, we also undertook certain restructuring initiatives in our European segment in fiscal 2025 to address the market pressures experienced by our mainstream products. Thus, profitability was impacted by various expenses related to model discontinuation and separation costs. We are optimistic that the restructuring initiatives that we have undertaken and the product refreshes that we have introduced in the mainstream category, which have received positive initial feedback from both independent dealers and retail customers, position us to drive meaningful results longer term.
4. The effective tax rate was unusually low in fiscal 2025. What elements contributed to this rate, and is it expected to return to typical levels in fiscal 2026 and beyond?
| a. | The<br> decrease in the overall annual effective income tax rate in fiscal 2025 was largely a function of a foreign tax law change that resulted<br> in a favorable revaluation of foreign deferred tax liabilities and the favorable jurisdictional mix of earnings between foreign and domestic<br> operations, inclusive of certain foreign exchange gains not subject to taxation. We view this rate as much lower than usual and expect<br> a return to a more typical effective income tax rate, before the consideration of any discrete tax items, in fiscal 2026 and beyond. |
|---|---|
| 5. | Can you outline the primary items that that contributed<br> to Other income being elevated this fiscal year? |
| --- | --- |
| a. | Other<br> income for fiscal 2025 was approximately $45.6 million compared to approximately $13.6 million for fiscal 2024. The main drivers of the<br> elevated amount in fiscal 2025 were gains due to property sales, increases in certain investment valuations, and gains from an insurance<br> settlement. The gains from property sales primarily stemmed from the sale of certain Heartland facilities in the second half of fiscal<br> 2025, as part of the company’s realignment under Jayco. Additional Heartland facilities are expected to be sold in fiscal 2026.<br> The increased valuation of investments relates to certain warrants to purchase common and preferred shares of a non-public company that<br> is not actively traded. Lastly, the gain from the insurance settlement tied to a 2024 weather event at our Airstream production facility<br> resulted from proceeds of our business interruption claim as well as replacement reimbursements exceeding the carrying value of damaged<br> property. |
| --- | --- |
| 7 |
| --- | | 6. | What factors and assumptions are embedded in THOR’s<br> fiscal 2026 guidance? | | --- | --- | | a. | In<br> light of the recent data points from the labor market, we are planning for fiscal 2026 to be a continuation of the challenging retail<br> market we faced in fiscal 2025. With a bias towards being conservative, we continue to be cautious regarding the macroeconomic outlook<br> and its associated impacts on consumer demand and in particular on the appetite for big-ticket discretionary purchases like RVs. Specifically,<br> the assumptions embedded in our fiscal 2026 guidance are: wholesale and retail volumes are roughly balanced, a low- to mid-single digit<br> North American retail decline, stable retail market share, average sale prices flat to moderately higher as intra-category mix changes<br> partially offset model-specific price increases, a steady European market, stable gross margin with upside in a stronger market and a<br> normalized tax rate before consideration of any discrete tax items. As an organization, we are focused on successfully managing the business<br> drivers that we can control and continuing to produce great products that will allow consumers to enjoy time outdoors. | | --- | --- |
It is important to note that our guidance does not assume a meaningful net financial impact related to the Heartland realignment, Keystone model refresh or other restructuring initiatives. Additionally, we believe that the cadence of earnings will look similar to fiscal 2025 as the current uncertain macroeconomic backdrop will drive dealers to buy closer to need, which would translate to strengthening wholesale volume closer to the winter trade shows. Additionally, it is worth pointing out that we anticipate the European segment will experience its typical earnings seasonality where profitability is depressed in the first fiscal quarter due to the normal August downtime that occurs in conjunction with elevated spending for trade shows.
Given our expectations surrounding overall market volumes in both North America and Europe, the Company is introducing its initial guidance for fiscal 2026.
For fiscal 2026, the Company’s full-year guidance includes:
| • | Consolidated net sales<br> in the range of $9.0 billion to $9.5 billion |
|---|---|
| • | Stable gross margin at<br> midpoint, with upside in a stronger market |
| --- | --- |
| • | Diluted earnings per<br> share in the range of $3.75 to $4.25 |
| --- | --- |
| 8 |
| --- |
Summary of Key Quarterly Segment Data – North American Towable RVs
Dollarsare in thousands
NETSALES:
| Three Months Ended July 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | Change | ||||
| North American Towable | ||||||
| Travel Trailers | $ | 500,931 | $ | 584,031 | (14.2 | )% |
| Fifth Wheels | 387,813 | 347,825 | 11.5 | % | ||
| Total North American Towable | $ | 888,744 | $ | 931,856 | (4.6 | )% |
#OF UNITS:
| Three Months Ended July 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | Change | ||
| North American Towable | ||||
| Travel Trailers | 19,666 | 22,831 | (13.9 | )% |
| Fifth Wheels | 6,016 | 5,741 | 4.8 | % |
| Total North American Towable | 25,682 | 28,572 | (10.1 | )% |
ORDERBACKLOG:
| As of July 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | Change | ||||
| North American Towable | $ | 525,014 | $ | 552,379 | (5.0 | )% |
TOWABLERV MARKET SHARE SUMMARY: ^(1)^
| **** | Calendar Years to Date June 30, | **** | ||
|---|---|---|---|---|
| **** | 2025 | **** | 2024 | **** |
| U.S. Market | 38.3 | % | 39.0 | % |
| Canadian Market | 37.3 | % | 39.3 | % |
| Combined North American Market | 38.2 | % | 39.1 | % |
^(1)^ Source: Statistical Surveys, Inc., CYTD June 30, 2025 and 2024.
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.
| 9 |
| --- |
Summary of Key Quarterly Segment Data – North American Motorized RVs
Dollarsare in thousands
NETSALES:
| Three Months Ended July 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Change | |||||
| North American Motorized | |||||||
| Class A | $ | 154,050 | $ | 179,277 | (14.1 | )% | |
| Class C | 289,303 | 239,752 | 20.7 | % | |||
| Class B | 114,059 | 98,290 | 16.0 | % | |||
| Total North American Motorized | $ | 557,412 | $ | 517,319 | 7.8 | % |
#OF UNITS:
| **** | Three Months Ended July 31, | **** | |||||
|---|---|---|---|---|---|---|---|
| **** | 2025 | 2024 | Change | ||||
| North American Motorized | |||||||
| Class A | 707 | 843 | (16.1 | )% | |||
| Class C | 2,700 | 2,109 | 28.0 | % | |||
| Class B | 972 | 825 | 17.8 | % | |||
| Total North American Motorized | 4,379 | 3,777 | 15.9 | % |
ORDER BACKLOG:
| As of July 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | Change | ||||
| North American Towable | $ | 1,004,620 | $ | 776,903 | 29.3 | % |
MOTORIZEDRV MARKET SHARE SUMMARY: ^(1)^
| **** | Calendar Years to Date June 30, | **** | ||
|---|---|---|---|---|
| **** | 2025 | 2024 | ||
| U.S. Market | 48.3 | % | 47.0 | % |
| Canadian Market | 47.7 | % | 51.0 | % |
| Combined North American Market | 48.3 | % | 47.3 | % |
^(1)^ Source: Statistical Surveys, Inc., CYTD June 30, 2025 and 2024.
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.
| 10 |
| --- |
Summary of Key Quarterly Segment Data – European RVs
Dollarsare in thousands
NETSALES:
| Three Months Ended July 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Change | |||||
| European | |||||||
| Motorcaravan | $ | 522,500 | $ | 483,477 | 8.1 | % | |
| Campervan | 246,402 | 308,510 | (20.1 | )% | |||
| Caravan | 43,415 | 55,835 | (22.2 | )% | |||
| Other | 110,734 | 95,602 | 15.8 | % | |||
| Total European | $ | 923,051 | $ | 943,424 | (2.2 | )% |
#OF UNITS:
| Three Months Ended July 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Change | |||||
| European | |||||||
| Motorcaravan | 6,699 | 6,586 | 1.7 | % | |||
| Campervan | 4,492 | 6,145 | (26.9 | )% | |||
| Caravan | 1,682 | 2,251 | (25.3 | )% | |||
| Total European | 12,873 | 14,982 | (14.1 | )% |
ORDERBACKLOG:
| As of July 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | Change | ||||
| European | $ | 1,525,992 | $ | 1,950,793 | (21.8 | )% |
EUROPEANRV MARKET SHARE SUMMARY: ^(1)^
| **** | Calendar Years to Date June 30, | **** | ||
|---|---|---|---|---|
| **** | 2025 | 2024 | ||
| Motorcaravan and Campervan ^(2)^ | 26.1 | % | 25.3 | % |
| Caravan | 17.3 | % | 18.3 | % |
^(1)^ Sources: Caravaning Industry Association e.V. (“CIVD”) and European Caravan Federation (“ECF”), CYTD June 30, 2025 and 2024. Data from the ECF is subject to adjustment, continuously updated and is often impacted by delays in reporting by various countries (some countries, including the United Kingdom, do not report OEM-specific data and are thus excluded from the market share calculation).
^(2)^ The CIVD and ECF report motorcaravans and campervans together.
Note: Industry wholesale shipment data for the European RV market is not available.
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Non-GAAP Reconciliations
The following table reconciles consolidated net income to consolidated EBITDA and Adjusted EBITDA:
EBITDAReconciliations
($in thousands)
| Three Months Ended July 31, | Fiscal Years Ended July 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **** | **** | 2025 | **** | **** | 2024 | **** | **** | 2025 | **** | **** | 2024 | **** |
| Net income | $ | 126,625 | $ | 91,464 | $ | 256,591 | $ | 265,400 | ||||
| Add back: | ||||||||||||
| Interest expense, net | 10,058 | 18,410 | 48,441 | 88,666 | ||||||||
| Income tax provision | 16,742 | 35,554 | 39,600 | 83,444 | ||||||||
| Depreciation and amortization of intangible assets | 71,379 | 73,597 | 271,207 | 277,145 | ||||||||
| EBITDA | $ | 224,804 | $ | 219,025 | $ | 615,839 | $ | 714,655 | ||||
| Add back: | ||||||||||||
| Stock-based compensation expense | 4,074 | 8,852 | 30,872 | 37,901 | ||||||||
| Change in LIFO reserve, net | 3,602 | (6,494 | ) | 702 | (14,494 | ) | ||||||
| Net expense (income) related to certain contingent liabilities | — | (1,079 | ) | — | (17,979 | ) | ||||||
| Non-cash foreign currency loss (gain) | 1,944 | (1,380 | ) | 9,255 | 940 | |||||||
| Investment-related loss (gain) | (470 | ) | 896 | 4,944 | 16,043 | |||||||
| Weather-related loss (gain) | (12,153 | ) | — | (13,653 | ) | 2,500 | ||||||
| Debt amendment expenses | — | — | — | 7,175 | ||||||||
| Strategic initiatives | 15,020 | — | 43,201 | — | ||||||||
| Other loss (gain), including sales of PP&E | (27,315 | ) | (1,428 | ) | (32,034) | (16,646 | ) | |||||
| Adjusted EBITDA | $ | 209,506 | $ | 218,392 | $ | 659,126 | $ | 730,095 |
EBITDA and Adjusted EBITDA are non-GAAP performance measures included to illustrate and improve comparability of the Company's results from period to period, particularly in periods with unusual or one-time items. EBITDA is defined as net income (loss) before net interest expense (income), income tax provision (benefit) and depreciation and amortization. Adjusted EBITDA reflects adjustments to EBITDA to identify items that, in management’s judgment, significantly affect the assessment of earnings results between periods. The Company considers these non-GAAP measures in evaluating and managing the Company's operations and believes that discussion of results adjusted for these items is meaningful to investors because it provides a useful analysis of ongoing underlying operating trends. The adjusted measures are not in accordance with, nor are they a substitute for, GAAP measures, and they may not be comparable to similarly titled measures used by other companies.
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Forward-Looking Statements
This release 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 production 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, trade, 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; the ability to realize anticipated benefits of strategic realignments or other reorganizational actions; 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; 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, including confidential and personal information, 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 adverse weather conditions and/or weather-related events; 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, 2025.
We disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this release 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.
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