Thor Industries CEO awarded stock; shares withheld for tax

Thor Industries executive Robert W. Martin, Chief Executive and President, reported multiple common stock transactions on October 7–8, 2025.

Rhea-AI Filing Summary

Thor Industries executive Robert W. Martin, Chief Executive and President, reported multiple common stock transactions on October 7–8, 2025. He received stock awards of 18,762 and 35,626 shares at no cost, including grants of restricted stock units and an earned performance share award settled in common stock. To fulfill related tax withholding obligations, 13,991 and 7,505 shares were withheld at $104.8300 per share. One restricted stock unit grant vests in three equal installments on October 7, 2026, October 13, 2027, and October 12, 2028, subject to forfeiture. Following these transactions, he directly holds 405,224 shares of common stock.

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.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider MARTIN ROBERT W

Role CHIEF EXEC. AND PRES.

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	13,991	$104.83	$1.47M
Grant/Award	Common Stock	18,762	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	7,505	$104.83	$787K
Grant/Award	Common Stock	35,626	$0.00	$0.00

Holdings After Transaction: Common Stock — 405,224 shares (Direct)

Footnotes (3)

1. F1. 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. F2. Represents shares withheld to fulfill tax withholding obligations with respect to the vesting of a previously granted restricted stock unit award.
3. F3. Represents earned performance share award settled in shares of common stock.

Key Figures

Grant on 2025-10-08: 18,762 shares Grant on 2025-10-07: 35,626 shares Tax withholding lot 1: 13,991 shares at $104.8300 per share +3 more

6 metrics

Grant on 2025-10-08 18,762 shares Common stock grant/award acquisition reported at $0.0000 per share

Grant on 2025-10-07 35,626 shares Common stock grant/award acquisition reported at $0.0000 per share

Tax withholding lot 1 13,991 shares at $104.8300 per share Shares withheld to fulfill tax obligations on October 8, 2025

Tax withholding lot 2 7,505 shares at $104.8300 per share Additional shares withheld for tax obligations on October 8, 2025

Total tax withholding shares 21,496 shares Aggregate shares withheld for tax obligations as summarized in the filing

Post-transaction holdings 405,224 shares Direct common stock holdings after the reported October 2025 transactions

Key Terms

restricted stock units, performance share award, tax withholding obligations

3 terms

restricted stock units financial

"The transaction reported is a grant of restricted stock units that may be settled only be delivery"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance share award financial

"Represents earned performance share award settled in shares of common stock"

A performance share award is a type of executive or employee pay that grants company stock only if predefined performance goals are met over a set period. Think of it as a bonus paid in shares—similar to a savings payout that arrives only if certain targets are hit—so it aligns management incentives with company results and can affect future share count and shareholder value. Investors watch these awards because they influence executive behavior, potential dilution of shares, and signals about expected performance.

tax withholding obligations financial

"Represents shares withheld to fulfill tax withholding obligations with respect to the vesting"

FAQ

What insider stock awards did Thor Industries (THO) CEO Robert W. Martin report?

Robert W. Martin reported receiving two common stock awards of 18,762 and 35,626 shares at $0.0000 per share. These include grants of restricted stock units and an earned performance share award settled in common stock, expanding his equity-based compensation exposure.

How many Thor Industries (THO) shares were withheld for Robert W. Martin’s taxes?

A total of 21,496 shares of Thor Industries common stock were withheld to cover tax obligations. This consisted of 13,991 and 7,505 shares, both valued at $104.8300 per share, tied to the vesting of previously granted equity awards.

What is Robert W. Martin’s post-transaction shareholding in Thor Industries (THO)?

After the reported transactions, Robert W. Martin directly holds 405,224 shares of Thor Industries common stock. This figure reflects his direct ownership position following the grants, vesting-related settlements, and tax-withholding share dispositions disclosed in the Form 4.

How do the restricted stock units for Thor Industries (THO) CEO vest over time?

One restricted stock unit grant to Robert W. Martin vests in three equal installments on October 7, 2026, October 13, 2027, and October 12, 2028. The award remains subject to forfeiture, aligning long-term incentives with continued service and performance.

What types of equity awards did Thor Industries (THO) disclose for its CEO?

The disclosure notes grants of restricted stock units and an earned performance share award settled in common stock. Together with tax-withholding share dispositions, these transactions illustrate how a portion of the CEO’s compensation is delivered and settled in equity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/09/2025 - 07:48 PM Learn about SEC filing dates

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
Estimated average burden
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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