Winnebago (WGO) locks in extended asset-based credit line

Rhea-AI Filing Summary

Winnebago Industries, Inc. (WGO) entered into a Third Amended and Restated Credit Agreement for its asset-based lending facility, replacing the prior agreement that had provided for up to $350 million. The facility continues to be secured by liens on substantially all assets of the borrower group and is limited by a borrowing base tied to eligible receivables and inventories.

The amended agreement extends the maturity date to August 20, 2031 and makes reporting, covenant and other modifications while keeping customary covenants and events of default. Borrowings will bear a floating interest rate of term SOFR or REVSOFR30 plus a spread of 1.25%–1.75%, with a 0.25% commitment fee on unused commitments. Winnebago currently has no borrowings outstanding and, while at least 66% of the aggregate commitment remains unused, would incur a 1.25% spread plus the chosen reference rate on any future borrowings.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Prior facility size: $350 million Maturity date: August 20, 2031 Applicable Spread range: 1.25%–1.75% +2 more

5 metrics

Prior facility size $350 million Existing five-year asset-based lending credit facility provided for up to this amount

Maturity date August 20, 2031 Stated maturity date of the Third Amended and Restated Credit Agreement

Applicable Spread range 1.25%–1.75% Spread over term SOFR or REVSOFR30 based on average daily unused availability

Commitment fee 0.25% per annum Fee on the average daily amount of the facility available but unused

Unused commitment threshold 66% If at least this portion of aggregate commitment is unused, Applicable Spread is 1.25%

Key Terms

Third Amended and Restated Credit Agreement, asset-based lending credit facility, borrowing base, term SOFR, +1 more

5 terms

Third Amended and Restated Credit Agreement financial

"entered into a Third Amended and Restated Credit Agreement"

asset-based lending credit facility financial

"provided for a five-year asset-based lending credit facility"

A credit line secured by a company’s tangible assets—commonly inventory, accounts receivable or equipment—where how much the company can borrow rises and falls with the value of those assets. Think of it like a home equity line or a pawnshop loan for a business: lenders advance cash based on what they could sell if needed. Investors care because this facility affects a company’s liquidity, borrowing costs and default risk, especially if asset values decline.

borrowing base financial

"limited to the lesser of the facility total and the calculated borrowing base"

A borrowing base is the amount a lender will allow a company to borrow based on the value of assets the company offers as security, typically things like accounts receivable and inventory. It matters to investors because it sets a practical ceiling on short-term financing and influences a company’s liquidity and risk: if the borrowing base falls, the company may lose access to cash or be forced to sell assets, which can affect operations and share value.

term SOFR financial

"either term SOFR or REVSOFR30, as well as a commitment fee"

Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.

REVSOFR30 financial

"either term SOFR or REVSOFR30, as well as a commitment fee"

FAQ

What did WGO announce regarding its credit facility on August 20, 2026?

WGO entered into a Third Amended and Restated Credit Agreement, replacing its existing asset-based lending facility. The new agreement extends the facility’s maturity to August 20, 2031 and updates reporting, covenant and other terms while retaining a borrowing-base structure secured by substantially all borrower assets.

What is the size and structure of Winnebago (WGO)'s amended credit facility?

The amended agreement replaces a prior asset-based lending facility that provided for up to $350 million. Availability remains limited to the lesser of the facility total and a borrowing base calculated using loan percentages applied to eligible accounts receivable and inventories of the borrowers.

What interest rate will apply to borrowings under WGO’s new Credit Agreement?

Borrowings will bear a floating rate consisting of an Applicable Spread of 1.25%–1.75% based on unused availability, plus, at WGO’s election, term SOFR or REVSOFR30. In addition, there is a 0.25% per annum commitment fee on the average daily unused portion of the facility.

Does Winnebago (WGO) currently have borrowings outstanding under the new Credit Agreement?

No. The company states that the borrowers currently have no borrowings outstanding under the Credit Agreement. While at least 66% of the aggregate commitment remains unused, any future borrowings would carry a 1.25% Applicable Spread plus the selected reference rate.

How long does Winnebago’s amended Credit Agreement remain in effect?

The amended Credit Agreement has a stated maturity date of August 20, 2031. Until then, and subject to its borrowing base and covenants, the borrowers may request loans and will pay interest and a 0.25% commitment fee on unused commitments as described in the agreement.

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Understanding 8-K Material Events →

Available on EDGAR 08/21/2026 - 04:06 PM Accepted by SEC EDGAR 08/21/2026 - 04:05 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported) August 20, 2026

Winnebago Industries, Inc.

(Exact Name of Registrant as Specified in its Charter)

Minnesota			001-06403	42-0802678
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
13200 Pioneer Trail	Eden Prairie	Minnesota		55347
(Address of Principal Executive Offices)				(Zip Code)

Registrant's telephone number, including area code   952-829-8600

_________________________________________________________________________________________________________________________

(Former Name or Former Address, if Changed Since Last Report.) 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.50 par value per share	WGO	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

On August 20, 2026, Winnebago Industries, Inc., Winnebago of Indiana, LLC, Grand Design RV, LLC and Newmar Corporation (collectively, the “Borrowers”) entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”) among the Borrowers, the other loan parties party thereto from time to time, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as the administrative agent (the “Administrative Agent”).

The Credit Agreement amends and restates in its entirety that certain Second Amended and Restated Credit Agreement dated as of July 15, 2022, as amended by that certain Amendment No. 1 to Second Amended and Restated Credit Agreement, dated as of March 18, 2024, by and among the Borrowers, the other loan parties party thereto, the lenders party thereto from time to time and the Administrative Agent (the “Existing Credit Agreement”), which provided for a five-year asset-based lending credit facility of up to $350 million.

Among other things, the new Credit Agreement extends the maturity date applicable thereunder to August 20, 2031 and makes certain reporting, covenant and other modifications.

The Borrowers’ obligations to repay amounts borrowed under the Credit Agreement are secured by liens on substantially all of the assets of the Borrowers and certain of their subsidiaries, and the amount available for borrowing under the Credit Agreement is limited to the lesser of the facility total and the calculated borrowing base, which is based on certain loan percentages applied to eligible accounts receivable and eligible inventories of the Borrowers. Borrowings under the Credit Agreement, subject to availability, may be made at the election of the Borrowers based on various rates plus applicable spreads depending on the amount of borrowings outstanding. Borrowings under the Credit Agreement bear interest at a floating rate consisting of an applicable spread of between 1.25%-1.75% (the “Applicable Spread”) based upon the average daily amount of the facility available but unused during the most recent quarter plus, at the Borrowers’ election, either term SOFR or REVSOFR30, as well as a commitment fee of 0.25% per annum on the average daily amount of the facility available but unused. The Borrowers currently have no borrowings outstanding and, so long as at least 66% of the aggregate commitment under the facility remains available but unused during the most recent fiscal quarter, would pay an Applicable Spread of 1.25% plus the floating rates set forth above on any future borrowings under the Credit Agreement and currently pay a commitment fee of 0.25% on the average daily amount of the facility available, but unused. The Credit Agreement contains customary representations, warranties, affirmative and negative covenants, limitations and events of default, consistent with the Existing Credit Agreement.

The foregoing description of the Credit Agreement is qualified in its entirety by reference to the full text of the Third Amended and Restated Credit Agreement filed as Exhibit 10.1 hereto.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated in its entirety into this Item 2.03 by this reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Third Amended and Restated Credit Agreement dated as of August 20, 2026 among Winnebago Industries, Inc., Winnebago of Indiana, LLC, Grand Design RV, LLC and Newmar Corporation, the other loan parties party thereto from time to time, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A.*
104		Cover Page Interactive Data File (formatted as Inline XBRL)

^* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish these to the Securities and Exchange Commission upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Winnebago Industries, Inc.
Date:   August 21, 2026	By:	/s/ Stacy L. Bogart
	Name:	Stacy L. Bogart
	Title:	Senior Vice President, Chief Legal Officer, Corporate Secretary, Corporate Responsibility

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 1.2 MB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB