[Form 4] WINNEBAGO INDUSTRIES INC Insider Trading Activity

Rhea-AI Filing Summary

Winnebago Industries (WGO) insider filing: The company’s SVP-CHRO reported two tax-withholding transactions related to RSU vesting. On 10/10/2025 and 10/11/2025, the company withheld 387 and 388 shares, respectively, at $29.66 per share to cover taxes upon vesting of awards granted on 10/10/2023 and 10/11/2022.

Following these transactions, the officer directly owned 23,461 shares. The footnotes note that holdings reflect 508 shares acquired through the company’s Employee Stock Purchase Program.

Insights

Equity compensation analyst

Routine Form 4 showing RSU tax-withholding; neutral impact.

The officer executed two “F” code transactions, which indicate shares withheld by the company to satisfy tax obligations upon RSU vesting. The amounts were 387 and 388 shares at a price of $29.66 on 10/10/2025 and 10/11/2025, tied to awards granted on 10/10/2023 and 10/11/2022.

These are not open-market sales and typically do not signal a change in insider sentiment. The filing lists direct ownership of 23,461 shares after the reported transactions, and notes 508 shares acquired through the ESPP. No proceeds accrue to the insider from these Withhold-to-Cover events.

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
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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^*

Woodson Bret A

(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-CHRO

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		387(1)	D	$29.66	23,849(2)	D
Common Stock, $.50 par value	10/11/2025		F		388(3)	D	$29.66	23,461	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. Reflects 508 shares acquired through the Winnebago Industries, Inc. Employee Stock Purchase Program.

3. 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.
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FAQ

What did WGO’s SVP-CHRO report on Form 4?

Two tax-withholding transactions tied to RSU vesting, with 387 and 388 shares withheld at $29.66 per share on 10/10/2025 and 10/11/2025.

How many WGO shares does the officer hold after these transactions?

Direct beneficial ownership was 23,461 shares following the reported transactions.

Were these open-market sales of WGO stock?

No. The transactions were coded “F,” indicating shares withheld by the company to cover taxes upon RSU vesting.

Which RSU grants were involved in the tax withholding?

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

Did the officer acquire any shares through company programs?

Yes. Footnotes reflect 508 shares acquired through the Employee Stock Purchase Program.