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THOR Industries CHRO receives 5,460 RSUs; 126 shares withheld for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

THOR Industries, Inc. (THO) reported insider transactions by Chief Human Resources Officer Michele McDermott. On 10/07/2025 Ms. McDermott was granted 5,460 restricted stock units (RSUs) that vest in three equal installments on 10/07/2026, 10/13/2027, and 10/12/2028, subject to forfeiture. The RSUs settle in shares at no cash exercise price. On 10/08/2025 a separate transaction shows 126 shares were disposed of via withholding to satisfy tax obligations at a reported per-share price of $104.83, leaving total beneficial ownership at 6,770 shares after the withholding.

Positive

  • 5,460 RSU grant ties Chief HR Officer compensation to multi-year shareholder outcomes
  • RSUs settle in shares, aligning executive pay with equity performance without immediate cash outflow

Negative

  • Potential dilution from RSU vesting over 2026–2028 increases outstanding shares if settled
  • 126 shares withheld for taxes reduced direct ownership to 6,770 shares

Insights

RSU grant aligns CHRO compensation with shareholder outcomes over three years.

The 5,460 RSU award vests in three equal tranches across 2026–2028, linking pay to future tenure and share price performance. Settling RSUs in common stock creates alignment without immediate cash cost to the company.

The 126-share withholding at $104.83 is a routine tax-related disposition tied to a prior vesting event. Monitor annual equity run-rate and dilution if similar grants recur each year.

Transactions are routine insider compensation activity and have limited near-term market impact.

The reported changes move beneficial ownership from 6,896 to 6,770 shares after withholding; the newly granted RSUs increase future potential shares once vested. There is no cash purchase or sale linked to the RSU grant itself.

Investors may note the $104.83 per-share withholding price as a reference for recent share value; material market effects would require larger, clustered insider sales or guidance changes.

Insider McDermott Michele
Role Chief Human Resources Officer
Type Security Shares Price Value
Tax Withholding Common Stock 126 $104.83 $13K
Grant/Award Common Stock 5,460 $0.00 --
Holdings After Transaction: Common Stock — 6,770 shares (Direct)
Footnotes (1)
  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. Represents shares withheld to fulfill tax withholding obligations with respect to the vesting of a previously granted restricted stock unit award.
Form 4 Insider Transactions: What Each Field Means →
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*
McDermott Michele
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Human Resources Officer
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 5,460 A $0(1) 6,896 D
Common Stock 10/08/2025 F 126(2) D $104.83 6,770 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.
/s/ Barb Montague, attorney-in-fact for Michele McDermott 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What RSUs did Michele McDermott receive in the THO Form 4?

Ms. McDermott was granted 5,460 restricted stock units (RSUs) on 10/07/2025, payable in shares upon vesting.

When do Michele McDermott's RSUs vest?

The RSUs vest in three equal installments on 10/07/2026, 10/13/2027, and 10/12/2028, subject to forfeiture.

Why were 126 THO shares disposed of on 10/08/2025?

The 126 shares were withheld to satisfy tax withholding obligations related to the vesting of a previously granted RSU award; the reported per-share price was $104.83.

How many THO shares does Michele McDermott beneficially own after these transactions?

Following the reported transactions, beneficial ownership is reported as 6,770 shares.

Does the RSU grant require any cash exercise from the officer?

No cash exercise is required; the RSUs may be settled only by delivery of an equal number of common shares.