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  4. [Form 4] WINNEBAGO INDUSTRIES INC Insider Trading Activity

Winnebago CFO files Form 4 for RSU tax-withholding at $29.66

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Winnebago Industries (WGO) Form 4: The company’s SVP & Chief Financial Officer reported tax-withholding transactions tied to RSU vesting. On 10/10/2025 and 10/11/2025, the officer used transaction code F to have 716 and 722 shares of common stock withheld at $29.66 per share to cover taxes upon vesting of awards granted on 10/10/2023 and 10/11/2022. These were not open-market sales. Following the transactions, the officer directly owned 70,159 shares.

Positive

  • None.

Negative

  • None.

Insights

Administrative tax withholding on RSU vesting; neutral impact.

The transactions are coded F, indicating share withholding to satisfy tax obligations upon RSU vesting rather than discretionary sales. This is a routine mechanism under equity plans and does not reflect a change in investment outlook by the insider.

The filing lists 716 and 722 shares withheld at $29.66 on consecutive vesting dates, with direct holdings reported at 70,159 shares after. Actual market impact tends to be minimal for such administrative entries.

Insider Hughes Bryan L
Role SVP & CHIEF FINANCIAL OFFICER
Type Security Shares Price Value
Tax Withholding Common Stock, $.50 par value 722 $29.66 $21K
Tax Withholding Common Stock, $.50 par value 716 $29.66 $21K
Holdings After Transaction: Common Stock, $.50 par value — 70,159 shares (Direct)
Footnotes (1)
  1. Upon the annual incremental vesting of a restricted stock unit award granted 10/10/2023 under the Winnebago Industries, Inc. Amended and Restated 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. Upon the annual incremental vesting of a restricted stock unit award granted 10/11/2022 under the Winnebago Industries, Inc. Amended and Restated 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.
Form 4 Insider Transactions: What Each Field Means →
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).
1. Name and Address of Reporting Person*
Hughes Bryan L
(Last) (First) (Middle)
WINNEBAGO INDUSTRIES, INC.
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)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP & CHIEF FINANCIAL OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
10/10/2025
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
Common Stock, $.50 par value 10/10/2025 F 716(1) D $29.66 70,881 D
Common Stock, $.50 par value 10/11/2025 F 722(2) D $29.66 70,159 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
Explanation of Responses:
1. Upon the annual incremental vesting of a restricted stock unit award granted 10/10/2023 under the Winnebago Industries, Inc. Amended and Restated 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.
2. Upon the annual incremental vesting of a restricted stock unit award granted 10/11/2022 under the Winnebago Industries, Inc. Amended and Restated 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.
/s/ Stacy L. Bogart, Attorney-in-Fact 10/14/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did WGO’s CFO report on this Form 4?

Two F-code transactions where shares were withheld to cover taxes upon RSU vesting on 10/10/2025 and 10/11/2025.

How many shares were withheld and at what price?

716 shares and 722 shares were withheld at $29.66 per share to cover taxes.

Were these open-market sales?

No. Code F indicates tax withholding upon vesting, not open-market selling.

What equity awards vested to trigger the withholding?

RSUs granted on 10/10/2023 and 10/11/2022 under the Amended and Restated 2019 Omnibus Incentive Plan.

How many WGO shares does the CFO own after these transactions?

Direct beneficial ownership is reported as 70,159 shares.

What is the insider’s role at WGO?

SVP & Chief Financial Officer.