Winnebago CEO Happe receives 130,156 stock options

Both awards begin vesting in annual increments of one-third on October 14, 2027; the options expire October 14, 2036.

Rhea-AI Filing Summary

Winnebago Industries Inc. President & CEO Michael J. Happe received 92,464 restricted stock units and 130,156 employee stock options on October 14, 2026. The options were reported as 130,156 following the grant, have an exercise price of $23.09 per share, and expire October 14, 2036. Both awards vest in annual increments of one-third beginning October 14, 2027. Separately, Winnebago withheld 7,514 shares to meet Happe’s tax obligation when restricted stock units granted October 14, 2025 vested; the withholding entry lists $23.09 per share.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Happe Michael J

Role PRESIDENT & CEO

Type	Security	Shares	Price	Value
Grant/Award	Employee Stock Option (right to buy) F3	130,156	$0.00	$0.00
Grant/Award	Common Stock, $.50 par value F1	92,464	$0.00	$0.00
Tax Withholding	Common Stock, $.50 par value F2	7,514	$23.09	$173K

Holdings After Transaction: Employee Stock Option (right to buy) — 130,156 contracts (Direct); Common Stock, $.50 par value — 430,336 shares (Direct)

Footnotes (3)

1. F1. Granted 10/14/2026 under the Winnebago Industries, Inc. Amended & Restated 2019 Omnibus Incentive Plan. Restricted stock units vest in annual increments of one-third beginning on 10/14/2027.
2. F2. Upon the annual incremental vesting of a restricted stock unit award granted 10/14/2025 under the Winnebago Industries, Inc. Amended & Rested 2019 Omnibus Incentive Plan, which is a Section 16(b) plan, the reporting person exercised their option to have a portion of such vested shares, equal in value to the tax amount calculated based upon the value of such shares on the vesting date, to be withheld by the Company in order to meet the reporting person's tax obligation incurred upon the vesting of such restricted stock unit award.
3. F3. Stock options vest in annual increments of one-third beginning on 10/14/2027.

Key Figures

Restricted stock units awarded: 92,464 shares Employee stock options awarded: 130,156 options Options reported following grant: 130,156 options +4 more

7 metrics

Restricted stock units awarded 92,464 shares Granted October 14, 2026

Employee stock options awarded 130,156 options Granted October 14, 2026

Options reported following grant 130,156 options Michael J. Happe’s reported position

Option exercise price $23.09 per share Employee stock options

Shares withheld for tax liability 7,514 shares October 14, 2026

Option expiration date October 14, 2036 Employee stock options

Vesting begins October 14, 2027 Annual increments of one-third for both awards

Key Terms

restricted stock units, Employee Stock Option (right to buy), Section 16(b) plan, Amended & Restated 2019 Omnibus Incentive Plan

4 terms

restricted stock units financial

"Restricted stock units vest in annual increments"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Employee Stock Option (right to buy) financial

"Employee Stock Option (right to buy)"

Section 16(b) plan regulatory

"which is a Section 16(b) plan"

Amended & Restated 2019 Omnibus Incentive Plan technical

"under the Winnebago Industries, Inc. Amended & Restated 2019 Omnibus Incentive Plan"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many WGO shares and options did Michael J. Happe receive?

On October 14, 2026, Happe received 92,464 restricted stock units and 130,156 employee stock options. The option position following the grant was reported as 130,156 options.

What are the vesting and expiration terms of Michael J. Happe’s WGO awards?

The restricted stock units and options vest in annual increments of one-third beginning October 14, 2027. The options expire October 14, 2036 and have an exercise price of $23.09 per share.

Why were WGO shares withheld from Michael J. Happe?

Winnebago withheld 7,514 shares to meet Happe’s tax obligation upon vesting of a restricted stock unit award granted October 14, 2025. The withholding entry lists $23.09 per share.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/16/2026 - 12:47 PM EDT Accepted by SEC EDGAR 10/16/2026 - 12:46 PM EDT Learn about SEC filing dates

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^*

Happe Michael J

(Last) (First) (Middle)

WINNEBAGO INDUSTRIES, INC.

13200 PIONEER TRAIL

(Street)

EDEN PRAIRIE MINNESOTA 55347

(City) (State) (Zip)

UNITED STATES

(Country)

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
X	Officer (give title below)		Other (specify below)
	PRESIDENT & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/14/2026

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

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

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

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
Common Stock, $.50 par value	10/14/2026		A		92,464(1)	A	$0	437,850	D
Common Stock, $.50 par value	10/14/2026		F		7,514(2)	D	$23.09	430,336	D

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
Employee Stock Option (right to buy)	$23.09	10/14/2026		A		130,156		(3)	10/14/2036	Common Stock	130,156	$0	130,156	D

Explanation of Responses:

1. Granted 10/14/2026 under the Winnebago Industries, Inc. Amended & Restated 2019 Omnibus Incentive Plan. Restricted stock units vest in annual increments of one-third beginning on 10/14/2027.

2. Upon the annual incremental vesting of a restricted stock unit award granted 10/14/2025 under the Winnebago Industries, Inc. Amended & Rested 2019 Omnibus Incentive Plan, which is a Section 16(b) plan, the reporting person exercised their option to have a portion of such vested shares, equal in value to the tax amount calculated based upon the value of such shares on the vesting date, to be withheld by the Company in order to meet the reporting person's tax obligation incurred upon the vesting of such restricted stock unit award.

3. Stock options vest in annual increments of one-third beginning on 10/14/2027.

	/s/ Stacy L. Bogart, Attorney-in-Fact	10/16/2026
	** 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.
* Form 4: SEC 1474 (03-26)