Lazydays Holdings, Inc.

Item 1A. Risk Factors

The information in this Form 10-Q should be read in conjunction with the risk factors under Risk Factors in Item 1A and information disclosed in othe 2024 Form 10-K. Except as set forth below, there have been no material changes to the primary risks related to our business and securities as described in the 2024 Form 10-K.

Risks Related to the Asset Sales

Risks exist regarding whether the Asset Sales will close.

The Asset Sales are scheduled to occur in a series of site-by-site Closings, subject to the other terms and conditions set forth in the Asset Purchase Agreement. Completion of the Asset Sales is currently expected to occur between November 17 through November 26, 2025, although Lazydays cannot assure completion by any particular date, if at all.

The terms of the Asset Purchase Agreement do not allow us to consider an alternative strategic transaction or to terminate the Asset Purchase Agreement and accept a superior proposal without paying a $10 million breakup fee.

If the Asset Purchase Agreement is terminated, or if the Company does not comply with the September 2025 Waiver, as amended, it would be an event of default under the Credit Agreement and may cause other material adverse effects.

If the Asset Purchase Agreement is terminated by any party thereto, or if the Company fails to comply with the September 2025 Waiver (as amended by the September Waiver Amendment, the Amended September 2025 Waiver), including the milestones in the Amended September 2025 Waiver regarding steps in the process for the Assets Sales and Closing, any such event would constitute an immediate event of default under the Credit Agreement and an immediate end of the September 2025 Waiver Period specified in the Amended September 2025 Waiver, such that the Administrative Agent and the Lenders could begin exercising their rights and remedies under the Credit Agreement, the related loan documents and applicable law. The occurrence of such an event of default may also constitute an event of default under the First Horizon Mortgage. The Administrative Agent holds, for the benefit of the Lenders, security interests and liens in all or substantially all of the Companys and its subsidiaries real and personal property (including deposit accounts), and if an event of default occurs that is not waived, then the Administrative Agent could seek to enforce its security interests and liens in such assets in accordance with the loan documents and applicable law. First Horizon Bank holds a mortgage over certain of the Companys real property located in Knoxville, Tennessee, and if such event of default constitutes a cross default under the First Horizon Mortgage, First Horizon Bank could seek to enforce its mortgage in accordance with its loan documents and applicable law. Any such enforcement could result in the sale of some or all of the Companys and its subsidiaries assets and the application of the proceeds thereof to obligations outstanding under the Credit Agreement or the First Horizon Mortgage, as applicable. In addition, upon the occurrence of an event of default under the Credit Agreement that is not waived, among other remedies: (a) the Lenders would be permitted to accelerate the loans outstanding under the Credit Agreement and (b) the Lenders would no longer be obligated to extend loans pursuant to the Floor Plan Credit Facility, which credit facility is critically important to the Company and its subsidiaries. If the Lenders refuse to continue extending loans pursuant to the Floor Plan Credit Facility, or if a new event of default arises for which the Lenders are not willing to waive the default and seeks to enforce remedies, the Company likely would not be able to continue operating and may need to seek debtor protection pursuant to the federal Bankruptcy code or other applicable law.

Following the completion of the Asset Sales, the Company expects to cease operations.

The Asset Sales and the transactions contemplated by the Asset Purchase Agreement would constitute the sale of all or substantially all of the assets of the Company and its subsidiaries, including inventory. The Company and its subsidiaries expect that, after the final Closing of the Asset Sales, they would cease all operations and expect to wind-up and liquidate their remaining assets, liabilities and affairs.

If the Asset Sales close, a significant portion of the proceeds from the Asset Sales will be required to be used to satisfy the Companys substantial secured debt and other obligations, and the Asset Sales are expected to result in no recovery for stockholders of the Company.

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As of September 30, 2025, the Sellers had approximately $184.3 million in senior secured floor plan debt outstanding, $27.8 million in senior secured revolving debt obligations outstanding, and $12.6 million in secured mortgage debt outstanding. As of September 30, 2025, the Sellers had approximately $38.0 million in trade payables and other unsecured obligations. The estimated purchase price of the Asset Sales is projected to be less than the total amount of the Sellers secured and unsecured liabilities.

If the Asset Sales close, proceeds would be applied in accordance with the Amended September 2025 Waiver and Asset Purchase Agreement based on existing contractual priorities, including payments to holders of senior indebtedness necessary to obtain releases of their senior liens on the assets to be sold, and thereafter in accordance with the Plan of Dissolution. The proceeds of the Asset Sales may not be sufficient to repay all secured creditors of the Company in full. If the proceeds of the Asset Sales are sufficient to repay all secured creditors of the Company in full, the Company expects that, after any such payments, the Company will not have sufficient cash to repay all unsecured creditors of Lazydays in full. Accordingly, we will not be able to provide any return to our stockholders, based on their junior priority relative to the priority of our secured and unsecured creditors. Accordingly, we caution that our common stock and other securities are highly speculative and pose substantial risks, and stockholders of the Company will experience a complete loss of their investment after the Asset Sales and implementation of the Plan of Dissolution.

The pending Asset Sales, the risk that the Asset Sales may not close and/or the terms of the Credit Agreement, as amended, could cause material adverse effects on the operations and results of the Companys business while the parties pursue the Asset Sales.

The pending Asset Sales, risk that the Asset Sales may not close and/or the terms of the Credit Agreement, as amended, could cause material adverse effects on the Companys operations and the results of its business while the parties pursue the Asset Sales, including due to the September 2025 Waivers reduction in the Companys Floor Plan Credit Facility capacity and due to increased uncertainty regarding the Companys relationships with recreational vehicle manufacturers, customers, employees, landlords and other business counterparts.

No liquidating distributions to stockholders are expected following the Liquidation.

At a time following the final Closing of the Asset Sales as determined by the Board, and subject to the limitations set forth in the Plan of Dissolution, the Company will liquidate the Companys remaining assets, if any, following the Asset Sales and file with the Secretary of State of the State of Delaware a certificate of dissolution in accordance with the General Corporation Law of the State of Delaware to dissolve Lazydays as a legal entity. Proceeds from the Liquidation would be applied in accordance with the Plan of Dissolution based on existing contractual priorities, including payments to holders of secured and unsecured indebtedness. After any payments for secured indebtedness, if the Company is able to pay such secured indebtedness in full, the Company expects it will not have sufficient cash to repay all unsecured creditors of the Company in full. After the Liquidation is completed, if the Company does not have sufficient cash to repay all unsecured creditors of the Company in full, the Company would not be able to provide any return to the stockholders of the Company, based on their junior priority relative to the priority of the Companys secured and unsecured creditors. Accordingly, the Company cautions that its common stock and other securities are highly speculative and pose substantial risks, and stockholders of the Company will experience a complete loss of their investment after the Asset Sales and implementation of the Plan of Dissolution.

The pendency of the Asset Sales may result in disruptions to the Companys business, divert managements attention, and disrupt the Companys relationships with third parties and employees, any of which could negatively impact the Companys operations.

The closing of the Asset Sales depends in part upon our ability to retain the services of qualified personnel, and our implementation of the Plan of Dissolution will depend in part on our ability to retain the services of qualified personnel who will be charged with the wind-up and liquidation of the Companys remaining assets, liabilities and affairs after the Asset Sales. The retention of qualified personnel may be particularly difficult under our current circumstances. There can be no assurance that we will be successful in retaining the services of such qualified personnel.

The Asset Sales could cause disruptions to the Companys business or business relationships with, and the financial and operational stability of, vehicle manufacturers and other suppliers, and this could have an adverse impact on the Companys results of operations. Parties with which Lazydays has business relationships may delay or defer certain business decisions, seek alternative relationships with third parties, or seek to negotiate changes or alter their present

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business relationships with Lazydays. Any of the foregoing, individually or in combination, could materially and adversely affect the Companys business, financial condition and results of operations.

Risks Related to our Capital Stock

We intend to delist our common stock from Nasdaq.

As previously disclosed, on November 7, 2025, the Company determined to delist the Companys common stock from Nasdaq and notified Nasdaq of the Companys intention to file a Form 25 with the Securities and Exchange Commission on or about November 17, 2025. The Company anticipates that the Form 25 will become effective ten days following its filing and that the common stock will be delisted from Nasdaq on or about November 28, 2025. The Company has not arranged for listing and/or registration of the common stock on another national securities exchange or for quotation in a quotation medium, and the Company can provide no assurance that trading in the common stock will continue on any over-the-counter market or any market following delisting from Nasdaq.