WGO officer reports tax withholding; holds 23,461 shares

Winnebago Industries (WGO): Form 4 insider activity The company’s SVP‑CHRO reported tax withholdings tied to annual RSU vesting.

Rhea-AI Filing Summary

Winnebago Industries (WGO): Form 4 insider activity

The company’s SVP‑CHRO reported tax withholdings tied to annual RSU vesting. On 10/10/2025, 387 shares were withheld at $29.66; on 10/11/2025, 388 shares were withheld at $29.66. Direct holdings were 23,849 shares after the first event and 23,461 shares after the second. Footnotes note 508 shares acquired through the Employee Stock Purchase Program. These transactions reflect routine withholding to cover taxes upon vesting under the 2019 Omnibus Incentive Plan.

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.

Insider Trade Summary

Exercise Price or Tax Liability: 775 shares

Exercise Price or Tax Liability 2 txns

Insider Woodson Bret A

Role SVP-CHRO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock, $.50 par value	388	$29.66	$12K
Exercise Price or Tax Liability	Common Stock, $.50 par value	387	$29.66	$11K

Holdings After Transaction: Common Stock, $.50 par value — 23,461 shares (Direct)

Footnotes (3)

1. F1. 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. F2. Reflects 508 shares acquired through the Winnebago Industries, Inc. Employee Stock Purchase Program.
3. F3. 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.

FAQ

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

What did WGO disclose in this Form 4?

Tax withholdings on RSU vesting by the SVP‑CHRO: 387 shares on 10/10/2025 and 388 shares on 10/11/2025 at $29.66.

Who is the reporting person in WGO’s filing and their role?

An officer, serving as SVP‑CHRO, filed the Form 4 as a single reporting person.

What were the prices and dates of the share withholdings?

Shares were withheld at $29.66 on 10/10/2025 (387 shares) and 10/11/2025 (388 shares).

How many WGO shares did the officer hold after the transactions?

Direct beneficial ownership was 23,461 shares after the 10/11/2025 withholding.

What plans are referenced in the Form 4 footnotes?

RSUs granted under the Amended and Restated 2019 Omnibus Incentive Plan and 508 shares acquired via the Employee Stock Purchase Program.

Does this Form 4 indicate a market sale by the officer?

No. It reports share withholding to cover taxes upon RSU vesting, a routine administrative transaction.

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

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Accepted by SEC EDGAR 10/14/2025 - 05:07 PM 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).

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.
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.