[8-K] Thor Industries, Inc. Reports Material Event

Rhea-AI Filing Summary

THOR Industries has announced a significant share repurchase program, with the Board of Directors authorizing a new $400 million share buyback initiative. The new authorization, effective June 18, 2025, replaces the company's existing repurchase program that was set to expire on July 31, 2025, and extends through July 31, 2027.

Key details of the share repurchase program:

• Management has flexibility to acquire shares through open market purchases, private transactions, or other means
• Timing and volume of repurchases will be based on management's assessment of market conditions
• Program can be suspended, modified, or discontinued at any time
• Implementation will comply with SEC regulations, including Rules 10b5-1 and 10b-18

This strategic move demonstrates THOR's commitment to returning value to shareholders and confidence in the company's financial position. The extended timeframe through 2027 provides management with substantial flexibility in execution.

Positive

• Board authorized a substantial $400 million share repurchase program extending through July 2027, demonstrating confidence in the company's financial position and commitment to returning value to shareholders
• The new authorization replaces and extends the previous program, providing longer-term flexibility for capital return through July 2027

Negative

• None.

Insights

Corporate Finance Specialist

THOR Industries authorizes a $400M share repurchase program through July 2027, replacing the expiring plan.

THOR Industries' board has approved a substantial $400 million share repurchase program extending through July 31, 2027, replacing their existing authorization that was set to expire soon. This represents a significant capital allocation decision that could potentially reduce the company's outstanding share count and increase earnings per share. The two-year timeframe provides management considerable flexibility to time purchases based on market conditions and other factors. Share repurchases typically signal management's confidence in the company's intrinsic value and future prospects, while also potentially providing share price support. The flexible implementation approach, allowing open market and private purchases without obligation to execute, gives THOR strategic options to deploy capital efficiently. This program indicates the board believes returning capital to shareholders through buybacks is currently a value-creating use of funds compared to alternatives like increased dividends, debt reduction, or reinvestment. However, the actual impact will depend on execution timing, purchase prices, and the percentage of outstanding shares ultimately acquired.

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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):  June 18, 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, Indiana46514-8155

(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 7.01. Regulation FD Disclosure.

On June 18, 2025, the Board of Directors of THOR Industries, Inc. (the "Company") retired the Company’s existing share repurchase authorization which was set to expire on July 31, 2025 and re-authorized the Company’s management to utilize up to $400 million to purchase shares of the Company's common stock beginning on June 18, 2025 and extending through July 31, 2027. Under the share repurchase plan, the Company is authorized to acquire, from time-to-time, outstanding shares of its common stock in the open market, in privately negotiated transactions or through other means. The timing and amount of share repurchases will be determined by the Company's management team based upon its evaluation of market conditions and other factors. The share repurchase plan may be suspended, modified or discontinued at any time, and the Company has no obligation to repurchase any amount of its common stock under the plan. The Company intends to administer the plan and make any repurchases in accordance with applicable laws and regulatory guidelines, including Rules 10b5-1 and 10b-18 of the Securities Exchange Act of 1934, as amended.

A copy of the Company’s press release announcing the repurchase authorization is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits 

Exhibit Number		Description
99.1		Copy of press release, dated June 23, 2025, issued by the Company
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: June 23, 2025	By:	/s/ Trevor Gasper
		Trevor Gasper
		Senior Vice President, General Counsel and Corporate Secretary

FAQ

How much is THO's new share repurchase authorization for 2025-2027?

THOR Industries' Board of Directors authorized a new $400 million share repurchase program that begins on June 18, 2025, and extends through July 31, 2027. This new authorization replaces the previous program that was set to expire on July 31, 2025.

When does THO's new stock buyback program expire?

THO's new stock buyback program runs from June 18, 2025, through July 31, 2027, giving the company approximately two years to execute the share repurchases.

How will THO implement its 2025 share repurchase program?

THO is authorized to acquire shares through multiple channels including open market purchases, privately negotiated transactions, or other means. The timing and amount of repurchases will be determined by management based on market conditions, and the program can be suspended, modified, or discontinued at any time.

What regulatory guidelines must THO follow for its share buyback program?

THO must administer the share repurchase plan in accordance with applicable laws and regulatory guidelines, specifically Rules 10b5-1 and 10b-18 of the Securities Exchange Act of 1934, as amended.

Who approved THO's new share repurchase authorization in June 2025?

The share repurchase authorization was approved by THOR Industries' Board of Directors on June 18, 2025, replacing the previous authorization that was set to expire on July 31, 2025.