| Item 1. | |
| (a) | Name of issuer:
Camping World Holdings, Inc. |
| (b) | Address of issuer's principal executive offices:
2 Marriott Drive Lincolnshire, IL, 60069 |
| Item 2. | |
| (a) | Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
CWGS Holding, LLC
ML Acquisition Company, LLC
Marcus Lemonis |
| (b) | Address or principal business office or, if none, residence:
The address of each of the Reporting Persons is c/o Camping World Holdings, Inc., 2 Marriott Drive, Lincolnshire, IL 60069. |
| (c) | Citizenship:
CWGS Holding, LLC and ML Acquisition Company, LLC are organized in the State of Delaware. Marcus Lemonis is a citizen of the United States. |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.01 per share |
| (e) | CUSIP No.:
13462K109 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of December 31, 2025, based upon 62,819,556 shares of Class A Common Stock outstanding as of October 24, 2025, based on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 30, 2025. The ownership information assumes the redemption of the common units of CWGS Enterprises, LLC (the "Common LLC Units") held by the Reporting Persons for shares of Class A Common Stock of the Issuer on a one-to-one basis.
CWGS Holding, LLC is the record holder of 32,584,700 Common LLC Units and Mr. Lemonis is the record holder of 651,016 shares of Class A Common Stock. Pursuant to the terms of the CWGS Enterprises, LLC amended and restated limited liability company agreement, the Common LLC Units may be redeemed by the Reporting Persons at any time for shares of Class A Common Stock on a one-for-one basis.
CWGS Holding, LLC is a wholly-owned subsidiary of ML Acquisition Company, LLC. Mr. Lemonis is the sole director of ML Acquisition Company, LLC. As a result, each of ML Acquisition Company, LLC and Mr. Lemonis may be deemed to share beneficial ownership of the securities held of record by CWGS Holding, LLC. |
| (b) | Percent of class:
CWGS Holding, LLC: 34.2%
ML Acquisition Company, LLC: 34.2%
Marcus Lemonis: 34.8% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
CWGS Holding, LLC: 0
ML Acquisition Company, LLC: 0
Marcus Lemonis: 651,016
|
| | (ii) Shared power to vote or to direct the vote:
CWGS Holding, LLC: 32,584,700
ML Acquisition Company, LLC: 32,584,700
Marcus Lemonis: 32,584,700
|
| | (iii) Sole power to dispose or to direct the disposition of:
CWGS Holding, LLC: 0
ML Acquisition Company, LLC: 0
Marcus Lemonis: 651,016
|
| | (iv) Shared power to dispose or to direct the disposition of:
CWGS Holding, LLC: 32,584,700
ML Acquisition Company, LLC: 32,584,700
Marcus Lemonis: 32,584,700
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)