THOR Industries CEO granted 35,626 RSUs and 18,762 performance shares

Rhea-AI Filing Summary

Robert W. Martin, Chief Executive and President and a director of Thor Industries, Inc. (THO), reported multiple Section 16 transactions on showing both equity awards and share dispositions. On he was granted 35,626 restricted stock units (RSUs) that vest in three equal installments on , , and , and on the following day he received an earned performance share award of 18,762 shares. To satisfy tax withholding on a prior RSU vesting, 13,991 shares were withheld, and two sales-type dispositions totaling 21,496 shares were reported at a price of $104.83 per share. After these transactions his beneficial ownership moved between 393,967 and 412,729 shares across the reported events, reflecting grant-driven increases partially offset by withholdings and disposals.

Positive

• 35,626 restricted stock units granted support long-term alignment with shareholders
• 18,762 performance shares settled in stock indicate achievement of performance conditions
• Vesting schedule extends to 2028, spreading dilution and aligning incentives over time

Negative

• 13,991 shares withheld for taxes reduced net new ownership from vesting
• 21,496 shares disposed at $104.83 decreased beneficial ownership in the short term
• Potential dilution of 54,388 shares will occur as RSUs and performance shares vest

Insights

Corporate Governance Expert

TL;DR: CEO reported standard compensation grants plus routine withholding and disposals; vesting schedule extends to 2028.

Equity compensation was the primary driver: a 35,626 restricted stock unit grant vests in three equal installments across to , and an earned performance award of 18,762 shares was settled in stock. These awards increase long-term alignment between executive pay and shareholder value while deferring full ownership until vesting conditions are met.

The reported share withholdings (13,991 shares) and disposals (21,496 shares at $104.83) are described as tax-related and settlement actions rather than open-market trading intent. Monitor the remaining unvested awards through for future dilution and the timeline to full ownership.

Compensation & Dilution Analyst

TL;DR: Awards added roughly 54,388 shares before withholdings/sales, creating potential dilution when vested.

The combination of RSUs and performance shares totals 54,388 equity units granted/settled across the two reporting dates. These will convert to common stock only as vesting or performance conditions are met, so immediate voting/dilution impact is limited but predictable over the three-year vesting window.

Short-term effect reduced by tax withholding and reported dispositions; track the vesting milestones on , , and to quantify incremental dilution within the next -to- period.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MARTIN ROBERT W

(Last) (First) (Middle)

C/O THOR INDUSTRIES, INC.

52700 INDEPENDENCE COURT

(Street)

ELKHART IN 46514

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
THOR INDUSTRIES INC [ THO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXEC. AND PRES.

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/07/2025		A		35,626	A	$0(1)	407,958	D
Common Stock	10/08/2025		F		13,991(2)	D	$104.83	393,967	D
Common Stock	10/08/2025		A		18,762	A	$0(3)	412,729	D
Common Stock	10/08/2025		F		7,505	D	$104.83	405,224	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The transaction reported is a grant of restricted stock units that may be settled only be delivery of an equal number of shares of common stock. The shares will vest in three equal installments on each of October 7, 2026, October 13, 2027, and October 12, 2028, subject to forfeiture.

2. Represents shares withheld to fulfill tax withholding obligations with respect to the vesting of a previously granted restricted stock unit award.

3. Represents earned performance share award settled in shares of common stock.

	/s/ Barb Montague, attorney-in-fact for Robert W. Martin	10/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did THO CEO Robert W. Martin report?

He reported a grant of 35,626 RSUs, settlement of 18,762 performance shares, 13,991 shares withheld for taxes, and disposals totaling 21,496 shares at $104.83 per share.

When do the newly granted RSUs vest for THO insider Robert W. Martin?

The 35,626 RSUs vest in three equal installments on , , and , subject to forfeiture until those dates.

How did these transactions change Robert W. Martin's ownership in THO?

Following the reported transactions, his beneficial ownership figures reported ranged between 393,967 and 412,729 shares across the events, reflecting grants offset by withholdings and dispositions.

Were any shares sold and at what price in the Form 4?

Yes; dispositions totaling 21,496 shares were reported as transactions at a price of $104.83 per share.

Do the reported awards create immediate dilution for THO shareholders?

No immediate full dilution occurs because the RSUs and performance shares vest over time; dilution will materialize as shares are delivered upon vesting according to the stated schedule.