WGO Form 4: Director Adds 834 Deferred Stock Units, Ownership 12,346

Rhea-AI Filing Summary

Form 4 disclosure: Miles David W, a director of Winnebago Industries, acquired 834 Deferred Stock Units on 08/29/2025 at an indicated price of $35.98 per share equivalent. After this transaction he beneficially owns 12,346 shares of Winnebago common stock. The Deferred Stock Units are accrued under the company's Directors Deferred Compensation Plan and will be settled 100% in common stock upon the director's termination of service, death, disability, or a change in effective control, according to the reporting explanation. The filing reports the transaction as an acquisition under the plan.

Positive

• Director acquired 834 Deferred Stock Units, increasing reported beneficial ownership to 12,346 shares
• Deferred Stock Units settle 100% in common stock, aligning director compensation with shareholder equity
• Plan settlement triggers are clearly disclosed (termination of service, death, disability, or change in control)

Negative

• None.

Insights

Financial Analyst

TL;DR: A director acquired 834 deferred stock units, modestly increasing ownership and aligning compensation with equity.

This Form 4 shows a routine equity-based accrual under the Directors Deferred Compensation Plan rather than an open-market purchase. The units convert to common stock upon termination events or a change in control, which preserves executive alignment with shareholder outcomes while deferring settlement. The reported ownership of 12,346 shares provides a quantifiable stake but is not shown relative to total outstanding shares, so materiality to shareholders cannot be assessed from this filing alone.

Corporate Governance Expert

TL;DR: Disclosure documents a standard director deferred-compensation award governed by plan terms, with settlement tied to service or control events.

The filing explicitly states the Deferred Stock Units accrue under the Directors Deferred Compensation Plan and details the settlement triggers (termination, death, disability, change in control). This is a standard governance practice to link director compensation to company equity and to specify settlement conditions. The filing provides clear mechanics but does not include additional governance actions or approvals.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MILES DAVID W

(Last) (First) (Middle)

13200 PIONEER TRAIL

(Street)

EDEN PRAIRIE MN 55347

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WINNEBAGO INDUSTRIES INC [ WGO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Stock Units	(1)	08/29/2025		A		834		(1)	(1)	Common Stock	834	$35.98	12,346	D

Explanation of Responses:

1. Deferred Stock Units are accrued under the Winnebago Industries, Inc. Directors Deferred Compensation Plan and are to be settled 100% in Winnebago Industries common stock upon the earliest of the following events reporting person's termination of service as a director, death, disability or a "change in the effective control of the Company" as defined in the Plan pursuant to an election made by reporting person.

	/s/ Stacy L. Bogart, Attorney-in-Fact	09/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Miles David W report on the Form 4 for WGO?

He reported the acquisition of 834 Deferred Stock Units on 08/29/2025 under the Directors Deferred Compensation Plan.

How many Winnebago shares does Miles David W beneficially own after the transaction?

The filing shows he beneficially owns 12,346 shares of Winnebago Industries common stock following the reported transaction.

At what price were the Deferred Stock Units reported?

The Deferred Stock Units are shown with an indicated price of $35.98 per share equivalent.

When will the Deferred Stock Units be settled into common stock?

They are to be settled 100% in common stock upon the earliest of the reporting person's termination of service, death, disability, or a change in effective control of the company.

Is this Form 4 reporting an open-market purchase or a plan-based award?

This filing reports a plan-based accrual (Deferred Stock Units under the Directors Deferred Compensation Plan), not an open-market purchase.