Winnebago CEO Form 4: shares withheld for RSU taxes on 10/10–10/11

Rhea-AI Filing Summary

Winnebago Industries (WGO) reported insider transactions by its President & CEO (also a Director) on Form 4. On 10/10/2025 and 10/11/2025, the officer had shares withheld to cover taxes upon annual incremental vesting of previously granted restricted stock units under the 2019 Omnibus Incentive Plan.

The filings show code F transactions for 3,677 shares at $29.66 on 10/10/2025 and 3,587 shares at $29.66 on 10/11/2025. Beneficial ownership was 282,784 shares after the first event and 279,197 shares after the second. The beneficial ownership figure reflects 508 shares acquired through the Employee Stock Purchase Program.

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

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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^*

Happe Michael J

(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)

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

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		3,677(1)	D	$29.66	282,784(2)	D
Common Stock, $.50 par value	10/11/2025		F		3,587(3)	D	$29.66	279,197	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).
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FAQ

What did WGO's CEO report on the latest Form 4?

Two code F transactions reflecting share withholdings for taxes on RSU vesting on 10/10/2025 and 10/11/2025.

How many WGO shares were withheld for taxes?

3,677 shares on 10/10/2025 and 3,587 shares on 10/11/2025, per the filing.

What price was used for the WGO tax withholdings?

Both code F transactions used $29.66 per share.

What was the officer’s WGO beneficial ownership after the transactions?

282,784 shares after 10/10/2025 and 279,197 shares after 10/11/2025.

What triggered the WGO share withholdings?

Annual incremental vesting of restricted stock unit awards granted on 10/10/2023 and 10/11/2022 under the 2019 plan.

Does the WGO beneficial ownership figure include other share acquisitions?

Yes. It reflects 508 shares acquired through the Employee Stock Purchase Program.

What roles does the reporting person hold at WGO?

The individual is a Director and serves as President & CEO.