Item 8.01 Other Events.

On October 30, 2024, Camping World Holdings, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with CWGS Enterprises, LLC ("CWGS, LLC"), a Delaware limited liability company, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters listed on Schedule I to the Underwriting Agreement (collectively, the "Underwriters") in connection with the public offering, issuance and sale by the Company of 14,634,146 shares of the Company's Class A common stock, $0.01 par value per share (the "Class A Common Stock"), at a public offering price of $20.50 per share, less underwriting discounts and commissions, pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-282897) and a related prospectus supplement filed with the Securities and Exchange Commission. Under the terms of the Underwriting Agreement, the Company also granted the Underwriters an option exercisable for 30 days to purchase up to an additional 2,195,121 shares of its Class A Common Stock at the public offering price, less underwriting discounts and commissions. The closing of the offering occurred on November 1, 2024.

The Company estimates the net proceeds from the offering will be approximately $288.8 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The proceeds of the offering will be used by the Company to purchase 14,634,146 common units directly from CWGS, LLC, at a price per unit equal to the public offering price per share of Class A Common Stock in the offering, less the underwriting discounts and commissions. CWGS, LLC intends to use the net proceeds from the sale of common units to the Company for general corporate purposes, including strengthening the balance sheet, working capital for growth and debt pay down.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Latham & Watkins LLP, counsel to the Company, has issued an opinion to the Company, dated November 1, 2024, regarding the validity of the shares of Class A Common Stock to be issued and sold in the offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.