Winnebago Inds SEC Filings

Winnebago Industries, Inc. is registering an additional 820,000 shares of common stock for its Amended and Restated 2019 Omnibus Incentive Plan and an additional 200,000 shares for its Amended and Restated Employee Stock Purchase Plan. These share increases were approved by shareholders on December 16, 2025 and are being registered on Form S-8 to facilitate future equity grants and employee stock purchases.

The company incorporates by reference its recent annual, quarterly, and current reports and outlines standard indemnification rights for directors and officers under Minnesota law. It also lists customary undertakings related to updating or terminating the registration and confirms that no securities under this statement are being re-offered or resold.

Winnebago Industries reported higher sales and a return to profitability for the quarter ended November 29, 2025. Net revenues rose to $702.7 million, up 12.3% from $625.6 million a year earlier, driven by higher unit volume and targeted price increases across towable RV, motorhome RV, and marine products. Net income improved to $5.5 million from a loss of $5.2 million, with diluted earnings per share of $0.19 versus a loss of $0.18.

Gross margin ticked up to 12.7% of revenue, helped by volume leverage, while operating expenses fell due to cost reduction initiatives, turning last year’s operating loss into operating income of $13.8 million. Towable RV and Motorhome RV both posted double‑digit revenue growth, though Marine margins softened slightly on lower volume. Operating cash flow strengthened to $25.4 million from a use of $16.7 million, and the company ended the quarter with $181.7 million in cash, no ABL borrowings, and $550.0 million of long‑term debt outstanding, including $350.0 million of 2030 convertible notes.

Winnebago Industries, Inc. furnished an update on its financial results for the first quarter of fiscal 2026, which ended on November 29, 2025. The company issued a press release on December 19, 2025 detailing its results of operations and financial condition for the quarter.

The press release includes several non-GAAP financial measures alongside GAAP results, with reconciliations and explanations of why management believes these adjusted metrics are useful. The information is being provided under a framework where it is treated as "furnished" rather than "filed," which limits certain legal exposures and affects how it may be incorporated into other securities documents.

Winnebago Industries, Inc. held its annual meeting of shareholders on December 16, 2025, where investors approved updates to two key equity compensation plans. The amended and restated 2019 Omnibus Incentive Plan was approved, increasing the number of common shares available for awards by an additional 820,000 shares and extending the plan’s term. Shareholders also approved the amended and restated Employee Stock Purchase Plan, adding 200,000 additional common shares for issuance to employees.

All three Class II director nominees were elected for three-year terms ending in 2028, each receiving over 19 million votes in favor. In a non-binding advisory vote, compensation for named executive officers was approved with 20,040,899 votes for and 776,712 against. Shareholders ratified the selection of Deloitte & Touche LLP as independent registered public accountant for the fiscal year ending August 29, 2026, with 23,759,789 votes for and 597,302 against.

Winnebago Industries reported a routine equity compensation change for one of its directors. On 11/28/2025, the director acquired 622 Deferred Stock Units under the company’s Directors Deferred Compensation Plan at a reference price of $36.19 per underlying share. After this transaction, the director beneficially owned 2,251 derivative securities in direct form.

The Deferred Stock Units are designed to be settled 100% in Winnebago Industries common stock. Settlement will occur upon the earliest of the director’s termination of service, death, disability, or a defined change in the effective control of the company, consistent with the director’s prior election under the plan.

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.