Winnebago Inds SEC Filings

Winnebago Industries director equity update: A Winnebago Industries, Inc. director reported an equity-related transaction involving deferred stock units under the company’s Directors Deferred Compensation Plan. On 11/28/2025, the director acquired 829 deferred stock units linked to Winnebago common stock at a price of $36.19 per underlying share, bringing the director’s total beneficial ownership of derivative securities to 13,175 deferred stock units held directly.

These deferred stock units are not paid out immediately. Instead, they will be settled 100% in Winnebago common stock upon the earliest of the director’s termination of board service, death, disability, or a change in the effective control of the company, as defined in the plan and elected by the director.

Winnebago Industries director reports charitable stock gift. A director of Winnebago Industries, Inc. (WGO) filed a Form 4 reporting a gift of 1,000 shares of common stock on 11/13/2025. The shares were given at a reported price of $0, reflecting that this was a non-cash, charitable transfer to a family fund. Following this transaction, the director beneficially owns 36,145 shares of Winnebago common stock in direct ownership.

Winnebago Industries (WGO) issued its 2025 definitive proxy outlining proposals for the virtual Annual Meeting on December 16, 2025 at 3:30 p.m. CST. Shareholders of record at the close of business on October 21, 2025 may vote. Items include: electing three Class II directors (Kevin E. Bryant, John M. Murabito, Michael E. Pack), an advisory vote on executive pay, approval of the Amended & Restated 2019 Omnibus Incentive Plan, approval of the Amended & Restated Employee Stock Purchase Plan, and ratification of the independent auditor for the fiscal year ending August 29, 2026.

The company highlights product momentum and cost actions, noting the Lineage Series achieved more than $100 million in Fiscal 2025 revenue. Winnebago reduced debt by roughly $159 million in Fiscal 2025, including a $100 million tender of 6.25% senior secured notes due 2028 and $59 million of convertible debt extinguishment, and repurchased $50 million of shares (over $440 million over nine years), alongside 11+ years of quarterly dividends.

Compensation outcomes reflect performance: the 2023–2025 LTIP paid 0% of target; the Fiscal 2025 OICP paid 37.6% of target for Messrs. Happe and Hughes and Ms. Bogart, and 174.9% for Mr. Tubman; Fiscal 2025 Adjusted EPS performance share units were not earned. The Board reports 8 of 9 directors are independent and maintains an independent Chair.

Winnebago Industries (WGO) President & CEO (also a Director) reported insider transactions on 10/27/2025.

He exercised 10,000 employee stock options at an exercise price of $16.67 per share (code M), converting them into common stock. On the same date, he sold 7,105 shares of common stock at a price of $41.38 per share (code S).

Following these transactions, he beneficially owned 347,501 common shares, held directly. The option reported was fully vested and showed 0 remaining derivative securities after the exercise.

Form 144 filed for a planned sale of 7,105 common shares with an aggregate market value of $294,005.61. The notice lists Morgan Stanley Smith Barney LLC as broker and an approximate sale date of 10/27/2025 on the NYSE.

The shares were acquired on 10/27/2025 via a stock option exercise from the issuer, with payment made in cash. Shares outstanding are reported as 28,206,785; this is a baseline figure, not the amount being sold.

Winnebago Industries (WGO) director reported an open-market purchase of common stock. On 10/24/2025, the reporting person bought 2,700 shares at $40.27 per share, bringing her beneficial ownership to 14,426 shares, held directly.

The filing also notes that since her last ownership report, she transferred 719 shares to her ex-spouse pursuant to a domestic relations order.

Winnebago Industries (WGO) filed its Annual Report on Form 10‑K for the fiscal year ended August 30, 2025. The company designs and manufactures outdoor lifestyle products across three segments—Towable RV, Motorhome RV, and Marine—under the Winnebago, Grand Design, Newmar, Chris‑Craft, Barletta, and Lithionics brands. Products are primarily sold through independent dealers in the U.S. and Canada, with foreign sales under 10% of net revenues over the past three years. As of October 15, 2025, 28,206,785 common shares were outstanding; the aggregate market value of shares held by non‑affiliates was approximately $1,093,005,000 as of March 1, 2025.

Retail price ranges span about $20,000–$163,000 for towables, $143,000–$1,717,000 for motorhomes, and $47,000–$783,000 for boats. The dealer network included over 760 locations as of August 30, 2025. Workforce totaled about 5,300 employees. Reported safety metrics improved year over year: TRIR was 2.75 (down from 3.51) and DART was 1.00 (down from 1.75). The company notes risks tied to economic conditions, financing availability, competition, supplier concentration (including chassis and marine engines), repurchase obligations, and cybersecurity. In fiscal 2024, Winnebago recorded a $30.3 million goodwill impairment for the Chris‑Craft reporting unit.

Winnebago Industries, Inc. (WGO) furnished an 8-K announcing it issued a press release reporting financial results for the fourth quarter and full year of fiscal 2025, for the period ended August 30, 2025. The press release is included as Exhibit 99.1.

The company notes that Exhibit 99.1 contains certain non-GAAP financial measures with reconciliations to GAAP and explanations of their use. The information in Item 2.02, including Exhibit 99.1, is deemed “furnished” and not “filed” and is not subject to Section 18 liability, nor incorporated by reference unless specifically stated.

Winnebago Industries (WGO) filed a Form 4 reporting an administrative equity transaction by its President & CEO and Director. On 10/15/2025, 4,022 shares of common stock were withheld at $30.12 per share (Transaction Code F) to cover taxes upon the annual vesting of a restricted stock unit award granted on 10/15/2024 under the company’s omnibus incentive plan.

Following this tax-withholding event, the reporting person beneficially owns 344,606 shares, held directly. This filing reflects routine share withholding for tax obligations tied to equity vesting, not an open-market purchase or sale.