Winnebago CEO has 3,963 shares withheld for taxes

The withholding related to an award granted October 10, 2023, under Winnebago Industries, Inc.'s Amended & Rested 2019 Omnibus Incentive Plan.

Rhea-AI Filing Summary

Winnebago Industries Inc. (WGO) President and CEO Michael J. Happe had 3,963 shares withheld for tax liability upon annual incremental vesting of a restricted stock unit award on October 10, 2026. The shares were valued at $23.39 per share. The award was granted October 10, 2023, and Happe's directly held position following the transaction was 345,386 shares.

Insider Trade Summary

Tax Withholding: 3,963 shares

Tax Withholding 1 txn

Insider Happe Michael J

Role PRESIDENT & CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, $.50 par value F1	3,963	$23.39	$93K

Holdings After Transaction: Common Stock, $.50 par value — 345,386 shares (Direct)

Footnotes (1)

1. F1. Upon the annual incremental vesting of a restricted stock unit award granted 10/10/2023 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.

Key Figures

Shares withheld for tax liability: 3,963 shares Value per share: $23.39 per share Direct shares following transaction: 345,386 shares

3 metrics

Shares withheld for tax liability 3,963 shares Upon annual incremental vesting on October 10, 2026

Value per share $23.39 per share Value reported for the shares withheld

Direct shares following transaction 345,386 shares Michael J. Happe's reported position after the transaction

Key Terms

restricted stock unit award, Section 16(b) plan, annual incremental vesting

3 terms

restricted stock unit award financial

"annual incremental vesting of a restricted stock unit award"

A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.

Section 16(b) plan regulatory

"which is a Section 16(b) plan"

annual incremental vesting financial

"Upon the annual incremental vesting of a restricted stock unit award"

FAQ

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

How many WGO shares did CEO Michael J. Happe have withheld?

On October 10, 2026, 3,963 shares were withheld for tax liability during annual incremental vesting of a restricted stock unit award; the shares were valued at $23.39 per share. The award was granted October 10, 2023. Happe's directly held position following the transaction was 345,386 shares.

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

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Available on EDGAR 10/13/2026 - 10:20 AM EDT Accepted by SEC EDGAR 10/13/2026 - 10:19 AM 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)
10/10/2026

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	10/10/2026		F		3,963(1)	D	$23.39	345,386	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 & 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.

	/s/ Stacy L. Bogart, Attorney-in-Fact	10/13/2026
	** 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)