Winnebago Industries Inc 10-K for FY2026
Winnebago Industries Inc (WGO)
10-K
2026-10-21
For: 2026-08-29
View Original
Added on
October 22, 2026
About this 10-K
Winnebago Industries Inc filed this 10-K on October 21, 2026, covering the fiscal year ended August 29, 2026 (FY2026).
Winnebago Industries’ Fiscal 2026 net revenues fell to 2,703.9 million, down (3.4)%, but net income increased to 34.5 million; operating cash flow rose to $168.7 million, and the company renewed its $350.0 million ABL Credit Facility through August 20, 2031. AI summary
Headline figures
Fiscal year ended August 29, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.7B
- down 3.4% from $2.8B a year earlier
- Net income
- $34.5M
- up 34.2% from net income of $25.7M a year earlier
- Diluted EPS
- $1.21
- up 33.0% from $0.91 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
For the fiscal year ended August 29 , 2026
or
For the transition period from ___________________ to _______________________
Commission File Number 001-06403
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer Identification No.) | |||||||||||||
| incorporation or organization) | ||||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant's telephone number, including area code: (952 ) 829-8600
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the registrant's common stock held by non-affiliates of the registrant was approximately $1,087,779,000 as of February 28, 2026, based upon the closing price of $39.89 as of February 27, 2026, as reported on the New York Stock Exchange.
As of October 14, 2026, 28,444,142 shares of the registrant's common stock, par value $0.50 per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this report for the registrant's 2026 Annual Meeting of Shareholders to be held on December 15, 2026 (the "2026 Proxy Statement") are incorporated by reference into Part III of this Annual Report on Form 10-K.
Winnebago Industries, Inc.
Fiscal 2026 Annual Report on Form 10-K
Table of Contents
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WINNEBAGO INDUSTRIES, INC.
FORM 10-K
Report for the Fiscal Year Ended August 29, 2026
Safe Harbor Statement Under the Private Securities Litigation Reform Act
Certain of the matters discussed in this Annual Report on Form 10-K are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), which involve risks and uncertainties. With the exception of historical information, the matters discussed in this Annual Report on Form 10-K are forward-looking statements and may be identified by the use of words such as "anticipate," "assume," "believe," "estimate," "expect," "guidance," "intend," "outlook," "plan," "project," and other words and terms of similar meaning. Such statements reflect our current views and estimates with respect to future market conditions, company performance and financial results, operational investments, business prospects, new strategies, the competitive environment, and other events. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the potential results discussed in such forward-looking statements. Readers should review Item 1A, Risk Factors, in this Annual Report on Form 10-K for the fiscal year ended August 29, 2026, for a description of important factors that could cause our actual results to differ materially from those contemplated by the forward-looking statements made in this Annual Report on Form 10-K. Among the factors that could cause actual results and outcomes to differ materially from those contained in such forward-looking statements are the following:
•General economic uncertainty in key markets and a worsening of domestic and global economic conditions or low levels of economic growth, including changes in consumer disposable income.
•Availability of financing for RV and marine dealers and retail purchasers.
•Competition and new product introductions by competitors.
•Ability to innovate and commercialize new products.
•Ability to manage our inventory to meet demand.
•Risk related to cyclicality and seasonality of our business.
•Risk related to performance and financial condition of independent dealers.
•Risk related to dealer consolidation or the loss of a significant dealer.
•Significant increase in repurchase obligations.
•Ability to retain relationships with our suppliers and obtain components.
•Business or production disruptions.
•Inadequate management of dealer inventory levels.
•Increased material and component costs, including availability and price of fuel and other raw materials.
•Risk related to changes in trade policy, including tariffs.
•Ability to manage strategic acquisitions, alliances, joint ventures, and partnerships.
•Ability to attract and retain qualified personnel and changes in market compensation rates.
•Exposure to warranty claims and product recalls.
•Ability to protect our information technology systems from failures and disruptions, including those associated with system implementations.
•Risks related to cybersecurity incidents.
•Risks related to the use of Artificial Intelligence ("AI") technologies.
•Ability to maintain compliance with data governance.
•Ability to maintain brand reputation and related exposure to product liability claims.
•Governmental regulation, including for climate change.
•Increased attention to sustainability matters, and our ability to meet our commitments.
•Impairment of goodwill and trade names.
•Risks related to our 2030 Convertible Notes and Senior Secured Notes, including our ability to satisfy our obligations under these notes.
•Changes in recommendations or a withdrawal of coverage by third-party securities analysts.
Although we believe that the expectations reflected in the "forward-looking statements" are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Undue reliance should not be placed on these "forward-looking statements," which speak only as of the date of this report. We undertake no obligation to publicly update or revise any "forward-looking statements," whether as a result of new information, future events, or otherwise, except as required by law or the rules of the New York Stock Exchange. We advise you to consult any further disclosures made on related subjects in future quarterly reports on Form 10-Q and current reports on Form 8-K that are filed or furnished with the U.S. Securities and Exchange Commission ("SEC").
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PART I
Item 1. Business.
General
The use of the terms "Winnebago Industries," "Winnebago," "we," "our," and "us" in this Annual Report on Form 10-K, unless the context otherwise requires, refer to Winnebago Industries, Inc. and its wholly-owned subsidiaries.
Winnebago Industries, Inc. is a leading North American manufacturer of outdoor lifestyle products under the Winnebago, Grand Design, Chris-Craft, Newmar and Barletta brands, which are used primarily in leisure travel and outdoor recreation activities. We also design and manufacture advanced battery solutions that deliver “house power,” supporting internal electrical features and appliances for a variety of outdoor products including RVs, boats, specialty and other low-speed vehicles, as well as other industrial applications. Other products manufactured by us consist primarily of original equipment manufacturing parts for other manufacturers and commercial vehicles. We produce our towable RV units in Indiana; our motorhome RV units in Iowa and Indiana; our marine units in Indiana and Florida; and our battery solutions in Florida. We distribute our RV and marine products primarily through independent dealers throughout the U.S. and Canada, who then retail the products to the end consumer. We also distribute our marine products internationally through independent dealers, who then retail the products to the end consumer. Our battery solutions are primarily sold to customers in the U.S.
All references to Fiscal 2026 refer to the 52-week period ended August 29, 2026. Fiscal 2025 refers to the 52-week period ended August 30, 2025 and Fiscal 2024 refers to the 53-week period ended August 31, 2024.
Available Information
Our internet website, located at www.winnebagoind.com, provides additional information about us. On our website you can obtain, free of charge, this and prior year Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all other recent filings with the SEC. Our recent press releases and important information regarding our corporate governance practices are also available on our website. Information contained on our website is not incorporated into this Annual Report on Form 10-K. The SEC also maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC which can be accessed at http://www.sec.gov.
Principal Products
Our operations are organized into three reportable segments, Towable RV, Motorhome RV, and Marine, based on similarities within their markets, products, operations and distributions.
Towable RV
A towable RV is a non-motorized vehicle that is designed to be towed by automobiles, pickup trucks, SUVs, or vans and is used primarily as temporary living quarters during vacation and camping trips, or to support active and mobile lifestyles. The Recreation Vehicle Industry Association ("RVIA") classifies towable RVs into six types: conventional travel trailers, fifth wheels, travel trailers with expandable ends, folding camping trailers, truck campers, and park models. We manufacture and sell conventional travel trailers and fifth wheels under the Winnebago and Grand Design brand names, which are defined as follows:
| Type | Description | Winnebago product offerings | Grand Design product offerings | ||||||||
| Travel trailer | Towed by means of a hitch attached to the frame of the vehicle | Access, Micro Minnie, and Thrive | Foundation, Imagine, Momentum, Reflection, Serenova, and Transcend | ||||||||
| Fifth wheel | Constructed with a raised forward section that is connected to the vehicle with a special fifth wheel hitch | N/A | Influence, Momentum, Reflection, and Solitude | ||||||||
Our travel trailer and fifth wheel towable RVs are sold by dealers in the retail market with manufacturer's suggested retail prices ranging from approximately $23,000 to $204,000, which can vary depending on size and model, plus optional equipment and delivery charges. Our towable RVs range in length from 16 to 49 feet.
Towable RV parts and service activities represent revenues generated by service work we perform for retail customers at our Elkhart, Indiana and Middlebury, Indiana facilities as well as revenues from the sale of unit parts. Our competitive strategy is to provide proprietary manufactured parts through our dealer network, which we believe increases customer satisfaction and the value of our towable RVs.
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Motorhome RV
A motorhome RV is a self-propelled mobile dwelling used primarily as temporary living quarters during vacation and camping trips, or to support active and mobile lifestyles. The RVIA classifies motorhome RVs into three types, all of which we manufacture and sell under the Winnebago, Newmar, and Grand Design brand names, which are defined as follows:
| Type | Description | Winnebago product offerings | Newmar product offerings | Grand Design product offerings | ||||||||||
| Class A | Built on a heavy truck chassis in both diesel and gas models with the ability to tow a small vehicle | N/A | Bay Star, Canyon Star, Dutch Star, Essex, King Aire, London Aire, Mountain Aire, New Aire, Northern Star, and Ventana | N/A | ||||||||||
| Class B | Built by adding a taller roof and amenities to an existing van in both diesel and gas models, which allows for easy maneuvering | Revel, Solis, and Travato | N/A | Lineage Series VT and Lineage Series VP | ||||||||||
| Class C | Built on a medium truck chassis in both diesel and gas models with similar features and amenities to Class A models | ARKA, EKKO, Elora, Navion, Resa, Suncruiser, Sunflyer, and View | Freedom Aire, Grand Star, Summit Aire, Super Star, and Supreme Aire | Lineage Series F and Lineage Series M | ||||||||||
Our Class A, Class B, and Class C motorhome RVs are sold by dealers in the retail market with manufacturer's suggested retail prices ranging from approximately $134,000 to $1,893,000, which can vary depending on size and model, plus optional equipment and delivery charges. Our motorhome RVs range in length from approximately 18 to 45 feet.
Motorhome RV parts and service activities represent revenues generated by service work we perform for retail customers at our Forest City, Iowa, Nappanee, Indiana, and Elkhart, Indiana facilities as well as revenues from the sale of unit parts. Our competitive strategy is to provide proprietary manufactured parts through our dealer network, which we believe increases customer satisfaction and the value of our motorhome RVs.
Marine
We manufacture and sell premium quality recreational boats under our Chris-Craft and Barletta brands through an established network of independent authorized dealers.
| Type | Chris-Craft product offerings | Barletta product offerings | ||||||
| Boats | Calypso, Catalina, Corsair, Launch, Launch GT, and Sportster | Aria, Cabrio, Halcyon, Lusso, Lusso Twin, Reserve, Reserve Leggera, and Sanza | ||||||
Our boats are sold by dealers in the retail market with manufacturer's suggested retail prices ranging from approximately $33,000 to $893,000, which can vary depending on size and model, plus optional equipment and delivery charges. Our boats range in length from approximately 19 to 35 feet.
Winnebago Specialty Vehicles
We manufacture specialty commercial vehicles custom-designed for the buyer's specific needs and requirements, such as law enforcement command centers, mobile medical clinics, and mobile office space. We also provide commercial vehicles as bare shells to third-party upfitters for conversion at their facilities. These specialty commercial vehicles are manufactured in Forest City, Iowa and sold through our dealer network.
Lithionics
Lithionics Battery, LLC ("Lithionics") is a premier lithium-ion battery solutions provider to the recreational equipment and specialty vehicle markets. Using a proprietary battery management system called NeverDie® Technology, Lithionics offers a broad range of standard and custom-designed battery configurations delivering “house power” and supporting internal electrical features and appliances for a variety of outdoor products, including RVs, boats, specialty and other low-speed vehicles, as well as other industrial applications. These batteries are manufactured in Clearwater, Florida.
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Production
We generally produce towable RVs, motorhome RVs, and marine products made to order for dealers. We have some ability to increase our capacity by scheduling overtime and/or hiring additional production employees or to decrease our capacity through the use of shortened work weeks and/or reducing head count. We have long been known as an industry leader in innovation as each year we introduce new or redesigned products. These changes generally include new floor plans, features, functionality, and sizes as well as design and decor modifications. Most of our raw materials such as steel, aluminum, fiberglass, and wood products are obtainable from numerous sources.
Our towable RVs are currently produced at two assembly campuses located in Indiana, with plans to reduce to one campus during Fiscal 2027. The majority of components are comprised of frames, appliances, and furniture, and are purchased from multiple suppliers.
Our motorhome RVs are currently produced in the states of Iowa and Indiana at four different assembly campuses, with plans to reduce to three campuses during Fiscal 2027. Our motorhome RV business utilizes vertically integrated supply streams, with the principal exceptions being chassis, engines, generators, and appliances that we purchase from multiple suppliers. Certain parts, especially motorhome RV chassis, are available from a small group of suppliers.
Our marine products are produced in the states of Indiana and Florida at two different assembly campuses. We manufacture certain components and purchase other components from suppliers and install them on the boat. Certain parts, especially motors, are available from a small group of suppliers.
Distribution and Financing
We distribute our RV and marine products primarily through independent dealers throughout the U.S. and Canada, who then retail the products to the end consumer. We also distribute our marine products internationally through independent dealers, who then retail the products to the end consumer. Foreign sales accounted for less than 10% of net revenues during each of the past three fiscal years.
As of August 29, 2026, our RV and marine dealer network in the U.S. and Canada included over 750 physical dealer locations, many of which carry more than one of our brands. None of our dealer organizations accounted for more than 10% of our net revenues during each of the past three fiscal years.
We have sales and service agreements with most dealers, which are subject to annual review. Many of the dealers are also engaged in other areas of business, including the sale of automobiles, trailers, or boats, and most dealers carry one or more competitive lines of products. We continue to place high emphasis on the capability of our dealers to provide complete service for our products. Dealers are obligated to provide full service for owners of our products or, in lieu thereof, to secure such service from other authorized providers.
We advertise and promote our products through national trade magazines, product brochures, the Go RVing national advertising campaign sponsored by RVIA, our websites, social media, direct-mail advertising campaigns, various national promotional opportunities, and on a local basis through trade shows, television, radio, and newspapers, primarily in connection with area dealers.
Sales to dealers are made primarily on cash terms. Most dealers are financed on a "floorplan" basis under which a bank or finance company lends the dealer all, or substantially all, of the purchase price, collateralized by a security interest in the merchandise purchased. As is customary in the industries we serve, we typically enter into a repurchase agreement with a lending institution financing a dealer's purchase of our product upon the lending institution's request and after completion of a credit check of the dealer involved. Our repurchase agreements provide that, for up to 18 months after an RV unit is financed and up to 24 months after a marine unit is financed, in the event of default by the dealer on the agreement to pay the lending institution and repossession of the unit(s) by the lending institution, we will repurchase the financed merchandise from the lender at the amount then due, which is often less than dealer invoice. Our maximum exposure for repurchases can vary significantly, depending upon the level of dealer inventory, general economic conditions, demand for our products, dealer location, and access to and the cost of financing. See Note 11 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K, for more information.
Competition
The RV and marine markets are highly competitive with many other manufacturers selling products which compete directly with our products. Some of our competitors are much larger than us, most notably in the towable RV market, which may provide these competitors additional purchasing power. The competition in our industries is based upon design, price, quality, features, and service of the products. We believe our principal competitive advantages are our brand strength, product differentiation, product quality, and our service after the sale. We also believe that our products have historically commanded a price premium as a result of these competitive advantages.
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Seasonality
The primary use of RVs and marine products for leisure travel and outdoor recreation has historically led to a peak retail selling season concentrated in the spring and summer months and lower sales during fall and winter months. Our sales are generally influenced by this pattern in retail sales, but sales can also be impacted by the level of dealer inventory. As a result, our sales are historically lowest during our second fiscal quarter, which ends in February.
Governmental Regulations
We are subject to a variety of federal, state, local, and, to a limited extent, international laws and regulations, including the federal Motor Vehicle Act ("MVA"), under which the National Highway Traffic Safety Administration ("NHTSA") may require manufacturers to recall RVs that contain safety-related defects, and numerous state consumer protection laws and regulations relating to the operation of motor vehicles, including so-called "Lemon Laws." The Boat Safety Act of 1971 has similar safety-related recall requirements for marine units. In addition, marine units sold in the U.S. and Europe must meet the certification standards of the U.S. Coast Guard and the European Community, respectively.
We are also subject to regulations established by the Occupational Safety and Health Administration ("OSHA"). Our facilities are periodically inspected by federal and state agencies, such as OSHA. We are a member of RVIA, a voluntary association of RV manufacturers, which promulgates RV safety standards. We place an RVIA seal on each of our RVs to certify that the RVIA standards have been met. We believe that our products and facilities comply in all material respects with the applicable vehicle safety, consumer protection, RVIA, and OSHA regulations and standards.
Our operations are subject to a variety of federal and state environmental laws and regulations relating to the use, generation, storage, treatment, emission, labeling, and disposal of hazardous materials and wastes, and noise pollution. We believe that we are currently in compliance with applicable environmental laws and regulations in all material aspects.
Trademarks
Our products are marketed under a variety of valuable trademarks. Some of the more important trademarks used in our business include Winnebago, Grand Design, Newmar, Chris-Craft, Barletta, and Lithionics. We protect these trademarks as appropriate through registrations in the U.S. and other jurisdictions. Depending on jurisdiction, trademarks are generally valid as long as they are in use or their registrations are properly maintained and they have not been found to have become generic. Registrations of trademarks can also generally be renewed indefinitely for as long as the trademarks are in use.
We continue our focus on developing, assembling, and marketing innovative, proprietary products, many of which use proprietary expertise, trade secrets, and know-how. We consider the collective rights under our various patents, which expire from time to time, a valuable asset, but we do not believe that our businesses are materially dependent upon any single patent or group of related patents.
Human Capital Management
One of our core values is to put people first. Our employees are our greatest strength and we are committed to providing a safe, inclusive, high-performance culture where our people thrive. We strive to recruit, develop, engage and protect our workforce. The following are key human capital measures and objectives that we currently focus on:
Investment in Talent Development & Employee Experience
Our people are at the heart of our success, and we are committed to creating a workplace where employees can learn, grow and thrive. We invest in talent development programs, leadership training, and career growth opportunities that help employees build skills, advance their careers, and make meaningful contributions across our organization.
We promote a culture built on shared leadership expectations, strong values, and a commitment to ethical behavior, respect, and inclusion. Through ongoing learning, development, and coaching, we strive to equip employees and leaders with the tools they need to succeed.
We also support the future of our workforce by partnering with local organizations and educational institutions to introduce early career talent to opportunities within our industries. These efforts help develop future leaders while strengthening the pipeline of skilled talent.
Listening to employees is an important part of how we improve. Through engagement surveys and ongoing feedback, we gain insights that help us enhance the employee experience, strengthen our culture, and support employee growth and retention. By investing in our people and fostering an environment of accountability, development, and high performance, we position both our employees and our company for long-term success.
As of August 29, 2026, we employed approximately 5,000 persons, of which approximately 21% and 79% were salaried and hourly employees, respectively. None of our employees are covered under a collective bargaining agreement. We believe our relations with our employees are good.
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Commitment to Inclusion and Belonging
We believe in fostering a workplace and community where every person feels welcome, is treated fairly, and has an equal opportunity to succeed while feeling respected and valued for their unique perspectives and experiences. We continue to prioritize belonging across our workplace, our communities, and the outdoors through listening, learning, and employee engagement. To support an inclusive culture, we continued our Leadership Speaker Series, which provides employees with insights, tools, and resources from subject matter experts aligned with our leadership expectations. We also continued to grow our employee resource groups (ERGs), which are open to all employees across our brands.
We believe time spent outdoors is valuable and seek to serve and engage a broad range of outdoor enthusiasts through our brands, products, and community partnerships. By fostering a culture of inclusion, respect, and belonging, we seek to create an environment where employees can contribute, grow, and do their best work while helping drive our long-term success.
Employee Well-being and Safety
At Winnebago Industries, the health, safety, and well-being of our employees are central to our culture and long-term success. We recognize that people are fallible and focus on creating systems, processes, and workplaces that anticipate human error and reduce the potential for harm. Our approach emphasizes the hierarchy of controls, prevention of serious injuries and fatalities, proactive identification of hazards, and leadership encouragement to continually learn and improve. We also support employees’ mental, emotional, and physical well-being through resources addressing health and family needs, including access to on-site and virtual healthcare services. In Fiscal 2026, we celebrated our fourth annual Safety Month under the theme “Serious Injury and Fatality (SIF) Prevention” and continued the tradition of the CEO Safety Awards, recognizing business safety leaders along with innovative ideas that improved safety, efficiency, and quality. We continue to invest in workplace safety initiatives and our commitment to safety never stops.
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Information about our Executive Officers
| Name | Office (Year First Elected an Officer) | Age | ||||||
| Michael J. Happe | President and Chief Executive Officer (2016) | 55 | ||||||
| Stacy L. Bogart | Senior Vice President – Chief Legal Officer, Corporate Secretary and Corporate Responsibility (2018) | 62 | ||||||
| Donald J. Clark | Group President – Towable RV Segment; President – Grand Design RV (2016) | 66 | ||||||
| Bryan L. Hughes | Senior Vice President – Chief Financial Officer, Investor Relations, Information Technology and Business Development (2017) | 57 | ||||||
| Casey J. Tubman | Group President – Newmar and Winnebago Motorized (2022) | 54 | ||||||
| Christopher D. West | President – Winnebago Motorhomes and Specialty Vehicles (2016) | 54 | ||||||
| Bret A. Woodson | Senior Vice President – Chief Human Resources Officer, Chief of Staff and Corporate Administration (2015) | 56 | ||||||
Officers are elected annually by the Board of Directors and hold office until their successors are chosen and qualify or until their death or resignation. There are no family relationships between or among any of the Executive Officers or Directors of Winnebago Industries.
Mr. Happe joined Winnebago Industries in January 2016 as President and Chief Executive Officer. Prior to joining Winnebago Industries, he had been employed by The Toro Company, a provider of outdoor maintenance and beautification products, from 1996 to 2016. He served as Executive Officer and Group Vice President of Toro's Residential and Contractor businesses from March 2012 to December 2015. From August 2010 to March 2012, he served as Toro's Vice President, Residential and Landscape Contractor Businesses. Prior to that, he held a series of senior leadership positions throughout his career across a variety of Toro's domestic and international divisions.
Ms. Bogart joined Winnebago Industries in January 2018 as Vice President, General Counsel and Secretary. Ms. Bogart served as Senior Vice President, General Counsel, Secretary, and Corporate Responsibility; President Winnebago Industries Foundation from October 2020 to October 2024, and has served as Senior Vice President - Chief Legal Officer, Corporate Secretary, and Corporate Responsibility; President Winnebago Industries Foundation since October 2024. Prior to joining Winnebago Industries, Ms. Bogart was Senior Vice President, General Counsel, Compliance Officer, and Corporate Secretary at Polaris Industries Inc., a manufacturer and marketer of power sports products, where she joined in November 2009. Previously, Ms. Bogart was General Counsel of Liberty Diversified International; Assistant General Counsel and Assistant Secretary at The Toro Company; and a Senior Attorney for Honeywell International Inc.
Mr. Clark joined Winnebago Industries in November 2016 as President of Grand Design RV in accordance with the terms of the Grand Design acquisition and has served as Group President - Towable RVs and President - Grand Design RV since November 2024. He co-founded Grand Design RV, LLC in 2012 and built the team at Grand Design RV. Mr. Clark has over 30 years of successful RV industry experience.
Mr. Hughes joined Winnebago Industries as Vice President, Chief Financial Officer in May 2017. Mr. Hughes served as Senior Vice President, Finance, Information Technology and Strategic Planning, and Chief Financial Officer, from October 2020 to September 2025, and has served as Senior Vice President – Chief Financial Officer, Investor Relations, Information Technology and Business Development since September 2025. Mr. Hughes joined Winnebago Industries from Ecolab, Inc., a global sustainability leader offering water, hygiene and infection prevention solutions and services to customers in the food, healthcare, life sciences, hospitality and industrial markets, where he served as Senior Vice President and Corporate Controller from 2014 to 2017, Vice President of Finance from 2008 to 2014 and in various management positions from 1996 to 2008. Prior to his employment with Ecolab, he worked for Ernst & Young, a public accounting firm.
Mr. Tubman joined Winnebago Industries in August 2022 as President of Newmar Corporation and has served as Group President - Newmar and Winnebago Motorized since September 2025. Mr. Tubman joined Winnebago Industries from Whirlpool Corporation, a multinational manufacturer of home appliances, where he served in a variety of leadership and executive roles for over 25 years. Most recently, he served as Vice President and Global Platform Leader from February 2022 to July 2022. He also served as Vice President of Product Marketing from January 2020 to February 2022, and Vice President and General Manager from October 2015 to January 2020.
Mr. West joined Winnebago Industries in September 2016 as Vice President, Operations. Mr. West served as Senior Vice President, Enterprise Operations from October 2020 to September 2024 and as President, Winnebago Outdoors from September 2024 to November 2024. Mr. West has served as President - Winnebago Motorhome and Specialty Vehicles since November 2024. He previously was Vice President of Global Supply Chain for Joy Global, a worldwide mining equipment manufacturer, from 2014 to 2016, and Operations Director from 2012 to 2014. Mr. West served as Director of Manufacturing for AGCO Corporation, an agricultural equipment manufacturer, from 2008 to 2012 and as Director of Operations and in other management positions for the Nordam Group, a manufacturer of aircraft interiors, from 1999 to 2009.
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Mr. Woodson joined Winnebago Industries in January 2015 as Vice President, Administration. Mr. Woodson served as Senior Vice President, Human Resources and Corporate Relations from October 2020 to October 2024 and has served as Senior Vice President - Chief Human Resources Officer, Chief of Staff and Corporate Administration since October 2024. Prior to joining Winnebago, Mr. Woodson was Vice President of Human Resources at Corbion N.V., a food and biochemicals company, from 2007 to 2014 and Director, Human Resources at Sara Lee Corporation from 1999 to 2007. Mr. Woodson has over 30 years of business and human resources experience.
Item 1A. Risk Factors.
Described below are certain risks that we believe apply to our business and the industries in which we operate. The following risk factors should be considered carefully in addition to the other information contained in this Annual Report on Form 10-K. The risks and uncertainties highlighted represent the most significant risk factors that we believe may adversely affect our business, financial condition, results of operations, cash flows, liquidity or access to sources of financing, and, consequently, the market value of our common stock. The risks and uncertainties discussed in this Annual Report on Form 10-K are not exclusive and other risk factors that we may consider immaterial or do not anticipate may emerge as significant risks and uncertainties.
Macroeconomic Risks
Our business may be sensitive to economic conditions, including those that impact consumer spending.
Companies within the RV and marine industries are subject to volatility in operating results due primarily to general economic conditions because the purchase of an RV or marine product is often viewed as a consumer discretionary purchase. Demand for discretionary goods in general can fluctuate with recessionary conditions, slow or negative economic growth rates, negative consumer confidence, reduced consumer spending levels resulting from tax increases or other factors, prolonged high unemployment rates, higher commodity and component costs, fuel prices, inflationary or deflationary pressures, reduced credit availability or unfavorable credit terms for dealers and end-user customers, higher short-term interest rates, changes in trade policy, including tariffs, and general economic and political conditions and expectations. In addition, geopolitical events, including ongoing conflicts in the Middle East, have contributed to disruptions in global energy supply, significant increases in fuel prices, and sustained inflationary pressures that may delay or reduce anticipated interest rate relief, any of which could further suppress consumer demand for discretionary products such as RVs and marine products. Specific macroeconomic factors affecting the RV and marine industries include:
•Overall consumer confidence and the level of discretionary consumer spending;
•Inflationary pressures affecting disposable consumer income;
•Interest rate fluctuations;
•Employment trends;
•Fuel prices, including sudden or significant increases resulting from geopolitical events affecting global energy supply;
•The adverse impact of global tensions on consumer spending and travel-related activities; and
•The adverse impact on margins due to increases in raw material costs, which we are unable to pass on to customers without negatively affecting sales.
Such conditions may also cause consumers to delay, reduce or forgo purchases of our products and may lead dealers to reduce inventory levels, delay replenishment orders, increase promotional activity or otherwise reduce purchases from us. Any significant decline in retail demand or dealer orders could adversely affect our results of operations, financial condition, and cash flows.
Credit market deterioration and volatility may restrict the ability of our dealers and retail customers to finance the purchase of our products.
Our business is affected by the availability and terms of financing to dealers. Generally, RV and marine dealers finance their purchases of inventory with financing provided by lending institutions. A reduction in the availability of wholesale floorplan financing, or more restrictive lending practices, could have an adverse impact on our independent dealers and therefore our results of operations. In addition, an increase in the cost of financing due to interest rate fluctuations may incentivize dealers to reduce field inventory levels, which could negatively impact our sales and profitability. As of August 29, 2026, one financial flooring institution held approximately 33% of our total outstanding financed dealer inventory dollars. In the event that this lending institution limits or discontinues dealer financing, we could experience an adverse effect on our results of operations.
Our business is also affected by the availability and terms of financing to retail purchasers. Retail buyers purchasing one of our products from our dealers may elect to finance their purchase through the dealership or a financial institution of their choice. Substantial increases in interest rates or decreases in the availability of consumer credit may have an adverse impact upon our business and results of operations.
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Industry Risks
The industries in which we operate are highly competitive. Failure to compete effectively against competitors could negatively impact our business and operating results.
The markets for RVs and marine products are very competitive. Competitive factors in the industries include price, design, value, quality, service, brand awareness, and reputation. We believe our products have historically commanded a price premium based on our brand strength, product differentiation, product quality, and service after the sale. There can be no assurance that we will be able to maintain these competitive advantages or the price premiums associated with them, or that existing or new competitors will not develop products that are superior to our products or that achieve better consumer acceptance, thereby adversely affecting our market share, sales volume, and profit margins. Competitors may also seek an advantage through lower prices or promotional changes, which could reduce demand for our products or adversely affect our margins. Some of our competitors are much larger than we are, and this size advantage provides these competitors with more financial resources and access to capital, additional purchasing power, and greater leverage with the dealer networks. In addition, competition could increase if new companies enter the market, existing competitors consolidate their operations, or if existing competitors expand their product lines or intensify efforts within existing product lines. Our current products, products under development, and our ability to develop new and improved products may be insufficient to enable us to compete effectively with our competitors. These competitive pressures may have a material adverse effect on our results of operations.
If we are unable to continue to enhance existing products and develop and market new or enhanced products that respond to customer needs and preferences, we may experience a decrease in demand for our products and our business could suffer.
One of our growth strategies is to develop innovative, customer-valued products to generate revenue growth. Consumer preferences are evolving at an accelerating pace, driven by changing demographics, economic uncertainty and rapid advances in technology. Our ability to accurately detect and respond to these shifts in a timely manner is critical to maintaining market relevance. Product improvements and new product introductions require significant research, planning, design, development, engineering, and testing, and we may not be able to develop and introduce product improvements or new products timely. Our competitors' new products may beat our products to market, be higher quality or more reliable, be more effective with more features, or be less expensive than our products. Any new products that we develop may not receive market acceptance or otherwise generate meaningful net sales or profits relative to our expectations based on, among other things, existing and anticipated investments in manufacturing capacity and commitments to fund advertising, marketing, promotional programs, and research and development. If our market sensing capabilities do not keep pace with the speed of change, or if competitors that may be more agile than us are better able to capitalize on these changing preferences, we may be unable to develop products that effectively meet evolving customer needs, which could result in decreased demand for our products and adversely affect our market share, brand equity, net sales, and profitability.
If we are unable to properly forecast future demand of our products, our operating results may be negatively impacted.
Our ability to manage our inventory levels to meet our customers' demand for our products is important for our business. We generally produce our towable RV, motorhome RV, and marine products on a made-to-order basis for our dealers, which means our production volumes are closely tied to incoming dealer orders and we maintain limited finished goods backlog. For example, certain dealers are focused on the rental market where demand typically spikes over the summer vacation period while other dealers are focused on direct sales to the consumer at various price points. Our production levels and inventory management are based on demand estimates six to twelve months forward, taking into account supply lead times, production capacity, timing of shipments, and dealer inventory levels. A reduction, cancellation, or deferral of dealer orders could result in underutilization of production capacity and increased per-unit costs. If we overestimate or underestimate demand for any of our products during a given season, we may not maintain appropriate inventory levels, which could have a material adverse effect on our results of operations, financial condition, and cash flows.
Seasonal demand patterns result in fluctuations in our sales and net income.
Seasonal factors, over which we have no control, have an effect on the demand for our products. Demand in the RV and marine industries generally declines over the winter season, while sales are generally highest during the spring and summer months. Consequently, the results for any prior period may not be indicative of results for any future period. Also, unusually severe weather conditions may impact demand or disrupt our manufacturing and distribution facilities, as well as our supply chain, which could have an adverse effect on our business.
Our business depends on the performance and financial condition of independent dealers.
We distribute our RV and marine products primarily through independent dealers across the U.S. and Canada, who then retail the products to the end consumer. We also distribute our marine products internationally through independent dealers, who then retail the products to the end consumer. We rely on our dealers to develop and implement effective strategies to create retail demand for our products and to provide quality post-sale service and support. If our independent dealers are unsuccessful in doing so, or if their service capabilities do not meet customer expectations, it could adversely affect customer satisfaction, brand reputation, and our results of operations.
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Our success is dependent on our ability to attract new dealers and maintain relationships with existing dealers. Our independent dealers maintain control over which products they carry and choose to sell, and they may promote other products, or terminate existing relationships if our products are not perceived as being desirable and profitable. Our results of operations can be adversely affected if we are unable to maintain and develop successful relationships with independent dealers.
The financial condition of independent dealers is affected in large part by conditions and events that are beyond our control. Significant deterioration in the financial condition of independent dealers could materially and adversely affect our results of operations.
An increase in dealer consolidation or the loss of a significant dealer could have a material adverse effect on our business.
The RV industry has experienced increasing consolidation among dealership groups in recent years. Although no dealer organization accounted for more than 10% of our net revenues during each of the past three fiscal years, continued consolidation may result in a greater percentage of industry sales being controlled by a smaller number of large dealer groups. Larger dealer organizations may possess increased negotiating leverage with respect to pricing, inventory levels, promotional programs, floorplan support, payment terms, and other commercial arrangements. In addition, increased dealer concentration could make us more dependent on a smaller number of customers and increase our exposure to changes in dealer purchasing decisions, inventory management strategies, financial condition or business priorities. The loss of a significant dealer relationship or a significant reduction in purchases by a major dealer group could adversely affect our results of operations, financial condition, and cash flows.
If we are obligated to repurchase a substantially larger number of our products in the future than estimated due to dealer default, these purchases could result in adverse effects on our results of operations, financial condition, and cash flows.
In accordance with customary practice in our industries, upon request we enter into formal repurchase agreements with lending institutions financing a dealer's purchase of our products. In these repurchase agreements we agree, in the event of a default by an independent dealer in its obligation to a lender and repossession of the unit(s) by the lending institution, to repurchase units at declining prices over the term of the agreements, which can last up to 24 months. The difference between the gross repurchase price and the price at which the repurchased product can then be resold, which is typically at a discount to the gross repurchase price, represents a potential expense to us. In certain instances, we also repurchase inventory from our dealers due to state law or regulatory requirements that govern voluntary or involuntary terminations. If we are obligated to repurchase a substantially larger number of units in the future than we estimate, this would increase our costs and could have a material adverse effect on our results of operations, financial condition, and cash flows.
Operational Risks
For some of the components used in production, we depend on a small group of suppliers and the loss of any of these suppliers could affect our ability to obtain components timely or at competitive prices, which would decrease our results of operations, financial condition, and cash flows.
Most of our RV and marine components are readily available from numerous sources. However, a few of our components are produced by a small group of suppliers. In Fiscal 2026, one of our suppliers individually accounted for approximately 12% of our consolidated raw material purchases. In the case of motorhome RV chassis, Mercedes-Benz (USA and Canada), Stellantis N.V., Freightliner Trucks, Ford Motor Company, and Spartan RV Chassis are our major suppliers. Our relationship with our chassis suppliers is generally similar to our other supplier relationships in that no specific contractual commitments are engaged in by either party, although in certain cases we may enter into supply arrangements that include minimum purchase commitments. Our chassis suppliers also supply to our competitors. Historically, chassis suppliers resort to an industry-wide allocation system during periods when supply is restricted. These allocations have been based on the volume of chassis previously purchased, which could mean our larger competitors could receive more chassis in a time of scarcity. Sales of motorhome RVs rely on chassis supply and are affected by shortages, instability, or recalls from time to time. Within our marine businesses, we purchase a significant portion of our motors from Mercury Marine, which makes us reliant on them for the supply of these engines. If we experience delays and disruptions in obtaining these engines, we may be unable to fulfill orders and deliver our products to our customers in a timely manner. In addition, consolidation among our suppliers could reduce the number of alternative sources available to us, increase our dependence on fewer suppliers, and limit our ability to negotiate favorable pricing or terms. Furthermore, decisions by our suppliers to decrease production or increase prices, production delays or work stoppages by the employees of such suppliers, or financial distress, including bankruptcy or insolvency, of one or more key suppliers could have a material adverse effect on our ability to produce our products and ultimately on our results of operations, financial condition, and cash flows.
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Our operations are primarily centered in northern Iowa and northern Indiana. Any disruption or delay at our primary manufacturing facilities could adversely affect our business and operating results.
We currently manufacture most of our products in northern Iowa and northern Indiana. We also maintain smaller manufacturing operations on the Gulf Coast of Florida. As a result, our manufacturing footprint remains concentrated in a limited number of geographic regions and is subject to risks associated with natural disasters, severe weather events, utility outages, labor disruptions and other external events that could affect one or more of these locations. Such events could impair manufacturing, reduce workforce availability, disrupt transportation networks and supplier operations, delay deliveries to customers, and increase operating costs. In the event that one of our manufacturing facilities was affected by a disaster or other event, we could be forced to shift production to one of our other manufacturing facilities or to cease operations. Our ability to respond effectively to such events depends on the adequacy of our crisis and emergency management procedures, including escalation protocols and coordination across facilities. Although we maintain insurance for damage to our property and disruption of our business from casualties, such insurance may not be sufficient to cover all of our potential losses. Any disruption in our manufacturing capacity could have an adverse impact on our ability to produce sufficient inventory of our products or may require us to incur additional expenses in order to produce sufficient inventory, and therefore, may adversely affect our net sales and operating results.
Unanticipated changes to our dealer inventory levels could negatively impact our operating results.
We sell many of our products through our independent dealer network and are subject to risks relating to their inventory management decisions and operational and sourcing practices. Our dealers carry inventories of our products as part of their ongoing operations and adjust those inventories based on their assessments of future needs. Such adjustments may impact our inventory management and working capital goals as well as operating results. If the inventory levels of our dealers are higher than they desire, they may postpone product purchases from us, which could cause our sales to be lower than the end-user retail demand for our products and negatively impact our inventory management and working capital goals as well as our operating results.
Increases in raw material, commodity, and transportation costs and shortages of certain raw materials could negatively impact our business.
We purchase raw materials such as steel, aluminum, and other commodities, and components, such as chassis, refrigerators, and televisions, for use in our products. In addition, we are a purchaser of components and parts containing various commodities, including steel, aluminum, copper, lead, rubber, lumber, and others that are integrated into our end products. Our profitability is affected by significant fluctuations in the prices of the raw materials and the components and parts we use in our products. Changes in trade policy, including tariffs, have also increased our sourcing costs, as discussed further under "Changes in trade policy, including tariffs, may materially and adversely affect our business, results of operations, and financial condition." All of these conditions could materially and adversely affect our results of operations and financial condition.
In addition, increases in other costs of doing business may also adversely affect our profit margins and businesses. For example, an increase in fuel costs may result in an increase in our transportation costs, which also could adversely affect our operating results and businesses. Historically, we have mitigated cost increases, in part, by collaborating with suppliers, reviewing alternative sourcing options, substituting materials, engaging in internal cost reduction efforts, and increasing prices on some of our products, all as appropriate. However, we may not be able to mitigate such increased costs in the future. Further, if our price increases are not accepted by our customers and the market, our net sales, profit margins, earnings, and market share could be adversely affected.
Changes in trade policy, including tariffs, may materially and adversely affect our business, results of operations, and financial condition.
Our business is subject to risks arising from changes in U.S. and foreign trade policy, including the imposition of tariffs, trade sanctions, import and export restrictions, and retaliatory measures by foreign governments. In recent periods, the U.S. government has imposed significant tariffs on imported goods under various legal authorities, including Section 232 of the Trade Expansion Act of 1962, Section 301 of the Trade Act of 1974, Section 338 of the Tariff Act of 1930, the International Emergency Economic Powers Act ("IEEPA") and Section 122 of the Trade Act of 1974. In February 2026, the U.S. Supreme Court struck down tariffs imposed under IEEPA, and the administration subsequently reimposed tariffs under alternative legal authority, creating continued uncertainty regarding the scope, duration, and legal basis of current and future tariff actions.
We source certain raw materials, components, and finished goods from countries subject to these tariff actions, including China, Mexico, and Canada. Tariffs on these imports have increased our cost of goods sold, and additional or increased tariffs could further raise our costs in ways that we may be unable to fully offset through price increases, supplier diversification, or other mitigation strategies, particularly in the short term. If we are unable to effectively manage the impact of tariffs and trade policy changes on our business, our results of operations, financial condition, and cash flows could be materially and adversely affected.
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Failure to effectively manage strategic acquisitions and alliances, joint ventures, or partnerships could have a negative impact on our business.
One of our growth strategies is to drive growth through targeted acquisitions and alliances, stronger customer relations, and new joint ventures and partnerships that contribute profitable growth while supplementing our existing brands and product portfolio. Our ability to grow through acquisitions depends, in part, on the availability of suitable candidates at acceptable prices, terms, and conditions, our ability to compete effectively for acquisition candidates, and the availability of capital and personnel to complete such acquisitions and run the acquired business effectively. Any acquisition, alliance, joint venture, or partnership could impair our business, financial condition, reputation, and operating results. The benefits of an acquisition, or new alliance, joint venture, or partnership may take more time than expected to develop or integrate into our operations, and we cannot guarantee that previous or future acquisitions, alliances, joint ventures, or partnerships will, in fact, produce any benefits. Such acquisitions, alliances, joint ventures, and partnerships may involve a number of risks, including:
•Diversion of management’s attention;
•Disruption to our existing operations and plans;
•Inability to effectively manage our expanded operations;
•Difficulties or delays in integrating and assimilating information and financial systems, operations, and products of an acquired business or other business venture or in realizing projected efficiencies, growth prospects, cost savings, and synergies;
•Inability to successfully integrate or develop a distribution channel for acquired product lines;
•Potential loss of key employees, customers, distributors, or dealers of the acquired businesses or adverse effects on existing business relationships with suppliers, customers, distributors, and dealers;
•Adverse impact on overall profitability, if our expanded operations do not achieve the financial results projected in our valuation model;
•Inaccurate assessment of additional post-acquisition or business venture investments, undisclosed, contingent or other liabilities or problems, unanticipated costs associated with an acquisition or other business venture, and an inability to recover or manage such liabilities and costs; and
•Incorrect estimates made in the accounting for acquisitions, occurrence of non-recurring charges, and write-off of significant amounts of goodwill or other assets that could adversely affect our operating results.
If we fail to identify, attract, and retain appropriately qualified employees, including employees in key positions, our operations and profitability may be harmed. Changes in market compensation rates may adversely affect our profitability.
Our ability to meet our strategic objectives and otherwise grow our business will depend to a significant extent on the continued contributions of our leadership team. Our future success will also depend in large part on our ability to identify, attract, and retain other highly qualified managerial, technical, sales and marketing, operations, and customer service personnel. Competition for these individuals in our manufacturing markets is intense, and supply is limited. Since we operate in a competitive labor market, there is a risk that market increases in compensation could have an adverse effect on our business. We may not succeed in identifying, attracting, or retaining qualified personnel on a cost-effective basis. In addition, we rely on our ability to adjust production capacity through overtime, additional hiring, shortened work weeks, and headcount reductions in response to changes in demand. Labor shortages, wage inflation, or an inability to hire or reduce production employees in a timely and cost-effective manner could limit our operational flexibility and adversely affect our ability to respond to market conditions. The loss or interruption of services of any of our key personnel, inability to identify, attract, or retain qualified personnel in the future, delays in hiring qualified personnel, or any employee work slowdowns, strikes, or similar actions could make it difficult for us to conduct and manage our business and meet key objectives, which could harm our business, financial condition, and operating results.
Significant product repair and/or replacement costs due to product warranty claims and product recalls could have a material adverse impact on our results of operations, financial condition, and cash flows.
We receive warranty claims from our dealers in the ordinary course of our business. Although we maintain reserves for such claims, which to date have been adequate, there can be no assurance that warranty expense levels will remain at current levels or that such reserves will continue to be adequate. A significant increase in warranty claims exceeding our current warranty expense levels could have a material adverse effect on our results of operations, financial condition, and cash flows.
In addition to the costs associated with the contractual warranty coverage provided on our products, we also occasionally incur costs as a result of additional service actions not covered by our warranties, including product recalls and customer satisfaction actions. Although we estimate and reserve for the cost of these service actions, there can be no assurance that expense levels will remain at current levels or such reserves will continue to be adequate.
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Information Systems, Cybersecurity, AI, and Legal and Regulatory Risks
We rely extensively on information technology systems, and failures, disruptions, or implementation difficulties could adversely affect our business and results of operations.
We rely extensively on information systems and other technology software, some of which are managed by third parties, to process, summarize, transmit, and store electronic information that is critical to operating our business efficiently and effectively. Our information systems and infrastructure are used to support our operations and manage key business processes, including but not limited to, procurement, supply chain, manufacturing, distribution, warranty administration, invoicing, collection of payments, sales, marketing, human resources, communication efforts and other administrative functions. Additionally, we rely on information systems to record and report our operational results.
Due to our reliance on our information systems, our business processes may be negatively impacted in the event of substantial disruption of service. In addition, continued integration and development of new systems have resulted in, and may in the future result in, operational inefficiencies that adversely impact our results of operations.
Cybersecurity incidents could result in operational disruptions, regulatory scrutiny, litigation, and reputational harm.
We and our third-party service providers collect, store, and process confidential, proprietary, personal, and regulated information in connection with our business operations. A cybersecurity incident affecting these systems could disrupt our operations and result in the unauthorized access to, loss of, or misuse of such information, which could adversely affect our business, results of operations, financial condition, and reputation.
Operating these systems in a secure manner is critical to our business operations and strategy. We have implemented measures and incurred costs intended to protect and prevent unauthorized access to or loss of sensitive data. We also have security systems in place with the intent of maintaining the physical security of our facilities.
Despite our efforts to continuously mature our cybersecurity program, our information technology and operational technology systems, and those of our third-party service providers, we are still susceptible to system shutdowns, damage, degraded performance, disruptions or other security incidents. Because the technologies used to obtain unauthorized access are constantly changing and becoming increasingly more sophisticated, including through the use of AI to conduct cyberattacks, and often are not recognized until launched against a target, we may be unable to anticipate these techniques or implement sufficient preventative measures. Misuse, leakage, falsification, or breach of security of information could result in a violation of privacy laws and damage our reputation which could, in turn, adversely affect our business or financial results. Among other things, the impact could include interruptions or delays in our ability to access information, data loss, processing inefficiencies, lost revenues or other costs resulting from shutdowns, unfavorable publicity, governmental inquiry and oversight, litigation by affected parties, and possible financial obligations for damages related to the theft or misuse of such information. Although these incidents have not historically had a significant impact on our business operations, there can be no guarantee that the actions and controls we have implemented and are implementing will be sufficient to protect our systems, information, or other property. While we maintain cybersecurity insurance to protect against potential losses arising from security incidents, the costs related to threats or disruption may not be fully insured.
Risks associated with our development, deployment, and use of artificial intelligence technologies could adversely affect our business, results of operations, and reputation.
We are increasingly evaluating and utilizing AI technologies, including generative AI, machine learning, and other automated decision-support tools, across various business functions, including product design and engineering, manufacturing and quality control, supply chain management, demand forecasting, marketing, and administrative operations. We may also incorporate AI-enabled features into our products, such as connected vehicle technologies, navigation, and user experience enhancements. While these technologies may enhance efficiency, innovation, and decision-making, their use exposes us to a number of risks.
AI systems may produce inaccurate, misleading, biased, incomplete, inconsistent, or otherwise unreliable outputs, which could adversely affect business decisions, operational execution, customer interactions, product development, forecasting, financial reporting processes, compliance activities, or other business functions. The effectiveness of AI technologies depends on the quality, availability, security, and integrity of the data on which they are trained or operate. Deficiencies in data quality, governance, or controls could negatively affect the performance and reliability of AI-enabled solutions. The use of AI may also increase risks related to intellectual property infringement, confidentiality, privacy, data protection, cybersecurity, model manipulation, unauthorized disclosure of proprietary information, and compliance with contractual obligations. Employees, contractors, vendors, or third parties may use AI tools in ways that are inconsistent with our policies or applicable laws, which could expose the Company to operational, legal, regulatory, or reputational risks.
In addition, the legal and regulatory framework governing AI is rapidly evolving in the United States and internationally. New laws, regulations, standards, or regulatory interpretations related to AI, automated decision-making, data usage, privacy, transparency, accountability, or intellectual property may increase compliance costs, require modifications to our business practices, limit our ability to develop or deploy AI solutions, or expose us to regulatory investigations, litigation, or enforcement actions. We also rely on third-party providers for certain AI-enabled technologies and services. Deficiencies, interruptions, vulnerabilities, inaccuracies, or failures associated with such technologies or providers could adversely affect our operations and business objectives. Although we have implemented governance, risk management, security, and oversight processes related to AI, these measures may not be effective in identifying or mitigating all risks associated with the use of AI technologies.
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Conversely, the competitive landscape with respect to AI technologies is evolving rapidly, and our long-term success may depend in part on our ability to effectively develop, adopt, and leverage AI-enabled capabilities across our business operations and products. If we are unable to successfully identify, invest in, integrate, or scale AI technologies in a timely and effective manner, or if our competitors realize greater benefits from AI-enabled capabilities, products, services, or business processes, our competitiveness, growth prospects, operational efficiency, and customer experience may be adversely affected. Failure to incorporate AI-enabled features into our products and services at a pace consistent with market expectations or competitor offerings could reduce the attractiveness of our products to customers and negatively impact our market position. In addition, attracting and retaining personnel with the technical expertise necessary to develop, deploy, and manage AI solutions is highly competitive, and our inability to do so could limit our capacity to capitalize on AI-driven opportunities. There can be no assurance that our investments in AI technologies will yield the expected benefits or that such technologies will perform as anticipated in our business environment.
We are subject to evolving privacy and data protection laws and regulations, and failure to comply could result in regulatory penalties, litigation, or reputational harm.
We collect and process personal information and other regulated data from consumers, dealers, and employees in connection with our business operations. Consequently, we are subject to an increasingly complex and evolving framework of federal, state and international privacy and data protection laws. Compliance with these requirements may increase costs, require changes to our business practices and limit how we collect, use, share or otherwise process data. Failure to comply with these evolving requirements could result in regulatory investigations, penalties, litigation, contractual liability, or reputational harm, any of which could adversely affect our business, results of operations or financial condition.
Our continued success is dependent on positive perceptions of our brands which, if impaired, could adversely affect our results of operations or financial condition. In addition, if the frequency and size of product liability and other claims against us increase, our reputation and business may be harmed.
We believe that one of the strengths of our business is our brands, which are widely known around the world. We vigorously defend our brands and our other intellectual property rights against third parties on a global basis. We have, from time to time, had to bring claims against third parties to protect or prevent unauthorized use of our brand. If we are unable to protect and defend our brands or other intellectual property, it could have a material adverse effect on our results of operations or financial condition.
Our success in maintaining, extending, and expanding our brand image depends on our ability to adapt to a rapidly changing media environment. The growing use of social and digital media platforms by us, our customers and third parties increases the speed and extent to which information, including misinformation and opinions can be shared. Negative posts or comments about us, our brands, our products, and in some cases, our competitors, on social or digital media, whether or not valid, could damage our brands and reputation. If we do not maintain, extend, and expand our reputation or brand image, then our operating results and financial condition could be materially and adversely affected.
We are also subject, in the ordinary course of business, to litigation including a variety of warranty, "Lemon Law," and product liability claims typical in the RV and marine industries. Although we have an insurance policy covering product liability, we cannot be certain that our insurance coverage will be sufficient to cover all future claims against us, which may have a material adverse effect on our results of operations and financial condition. Any increase in the frequency and size of these claims, as compared to our experience in prior years, may cause the premium that we are required to pay for insurance to rise significantly. Product liability claims may also cause us to pay punitive damages, not all of which are covered by our insurance. In addition, if product liability claims rise to a level of frequency or size that are significantly higher than similar claims made against our competitors, our reputation and business may be harmed.
We are subject to certain government regulations that could have a material adverse impact on our business, including changing climate-related regulations that may require us to incur additional costs in order to be in compliance.
We are subject to numerous federal, state, and local regulations and the following summarizes some, but not all, of the laws and regulations that apply to us.
Federal Motor Vehicle Safety Standards govern the design, manufacture and sale of our RV products, which standards are promulgated by the NHTSA. NHTSA requires manufacturers to recall and repair vehicles which are non-compliant with a Federal Motor Vehicle Safety Standard or contain safety defects. In addition, the U.S. Coast Guard maintains certification standards for the manufacture of our marine products, and the safety of recreational boats in the U.S. is subject to federal regulation under the Boat Safety Act of 1971, which requires boat manufacturers to recall products for replacement of parts or components that have demonstrated defects affecting safety. Marine products sold internationally must also meet applicable certification and safety standards in those jurisdictions, including European Community standards, and changes to such requirements could increase compliance costs or limit our ability to sell products in those markets. Any major recalls of our products, voluntary or involuntary, could have a material adverse effect on our results of operations, financial condition, and cash flows. While we believe we are in compliance with the foregoing laws and regulations as they currently exist, amendments to any of these regulations or the implementation of new regulations could significantly increase the cost of testing, manufacturing, purchasing, operating, or selling our products and could have a material adverse effect on our results of operations, financial condition, and cash flows. In addition, our failure to comply with present or future regulations could result in federal fines being imposed on us, potential civil and criminal liability, suspension of sales or production, or cessation of operations.
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We are also subject to federal and numerous state consumer protection and unfair trade practice laws and regulations relating to the sale, transportation, and marketing of motor vehicles, including so-called "Lemon Laws." Federal and state laws and regulations also impose upon vehicle operators various restrictions on the weight, length, and width of motor vehicles, including motorhome RVs that may be operated in certain jurisdictions or on certain roadways. Certain jurisdictions also prohibit the sale of vehicles exceeding length restrictions. In addition, our manufacturing facilities are subject to regulation by the Occupational Safety and Health Administration and comparable state agencies, which conduct periodic inspections and may require us to modify our facilities or operations to comply with applicable standards. Non-compliance could result in fines, operational restrictions, or production disruptions.
Failure to comply with the New York Stock Exchange and SEC laws or regulations could also have an adverse impact on our business. Additionally, amendments to these regulations and the implementation of new regulations could increase the cost of our operations and therefore could have an adverse impact on our business.
We are subject to income and other tax laws and regulations in the U.S. and various foreign jurisdictions. In addition, we could be impacted by adjustments proposed by taxing authorities in connection with examinations, depending on their timing, nature and scope. Increases in tax rates, changes in tax laws or unfavorable resolution of tax matters could have a material impact on our financial results.
Finally, regulations related to climate change continue to evolve. For example, federal and state authorities have various environmental control standards relating to air, water, noise pollution, greenhouse gases ("GHG"), and hazardous waste generation and disposal that affect us and our operations. Failure by us to comply with present or future laws and regulations could result in fines being imposed on us, potential civil and criminal liability, suspension of production or operations, alterations to the manufacturing process, or costly cleanup or capital expenditures, any or all of which could have a material adverse effect on our results of operations. While the SEC has submitted a proposal to rescind its federal climate disclosure rules, state-level requirements continue to develop. For example, California has enacted climate-related disclosure legislation (SB 253 and SB 261), though enforcement timelines and implementing regulations remain subject to change, and New York has adopted its Mandatory GHG Reporting Program (6 NYCRR Part 253) requiring annual emissions reports by June 1, 2027. In addition, international requirements, including the EU Corporate Sustainability Reporting Directive, the EU Corporate Sustainability Due Diligence Directive, the EU Carbon Border Adjustment Mechanism, and related frameworks, may impose disclosure and compliance obligations on our operations or supply chain. Foreign, federal, state, and local regulatory and legislative bodies have also proposed various legislative and regulatory measures relating to climate change, regulating GHG emissions, and energy policies. If such legislation is enacted, we could incur increased energy, environmental, and other costs and capital expenditures to comply with the limitations. Climate change regulation combined with public sentiment could result in reduced demand for our products, higher fuel prices, or carbon taxes, all of which could materially adversely affect our business. Due to uncertainty in the regulatory and legislative processes, as well as the scope of such requirements and initiatives, we cannot currently determine the effect such legislation and regulation may have on our products and operations.
Our sustainability commitments may impact our reputation, expose us to additional costs, or have other impacts which could adversely affect our business, financial condition, or results of operations.
Regulators, investors, employees, consumers, and other stakeholders have differing and evolving perspectives and expectations relating to sustainability practices. We periodically communicate our sustainability initiatives, which include prioritizing ethics and integrity, safety, people, inclusion and belonging, community, waste, emissions, and product stewardship. Failure to meet our commitments, respond to regulatory requirements, or advance our initiatives could adversely impact our reputation, as well as the demand for our products. In addition, achieving these initiatives may result in increased costs, which could have a material adverse impact on our business, financial condition, or results of operations. At the same time, our stakeholders have evolving, varied and sometimes conflicting expectations regarding many aspects of our business, including our operations and sustainability-related matters, and certain stakeholders, regulators, or policymakers may oppose sustainability initiatives or impose restrictions on our ability to pursue them. If we fail, or are perceived to fail, in any number of sustainability matters, or to effectively respond to changes in, or new, legal, regulatory or reporting requirements concerning climate change or other sustainability concerns, we may be subject to regulatory fines and penalties, and our reputation may suffer.
18
Financial Risks
An impairment in the carrying value of goodwill and trade names could negatively impact our consolidated results of operations.
Goodwill and indefinite-lived intangible assets, such as our trade names in certain instances, are recorded at fair value at the time of acquisition and are not amortized but are reviewed for impairment at least annually or more frequently if impairment indicators arise. Our determination of whether goodwill impairment has occurred is based on a comparison of each of our reporting units’ fair value with its carrying value. During the fourth quarter of Fiscal 2024, we completed our annual assessment of goodwill and indefinite-lived intangible assets and determined that the carrying value of the Chris-Craft reporting unit exceeded its fair value, resulting in a $30.3 million impairment charge, which represents the full goodwill balance attributable to the reporting unit. Although no other impairments were identified in Fiscal 2026, Fiscal 2025, or Fiscal 2024, significant and unanticipated changes in circumstances, such as significant and long-term adverse changes in business climate, deterioration in macroeconomic conditions, unanticipated competition, and/or changes in technology or markets, could require future impairment charges that could be significant and could negatively impact our results of operations.
Refer to Note 6 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K for more information regarding goodwill and intangible assets.
The terms of our notes and other debt instruments could adversely affect our operating flexibility and pose risks of default.
We incurred substantial indebtedness to finance the acquisitions of Grand Design and Newmar Corporation ("Newmar"). Our asset based revolving credit facility ("ABL Credit Facility") and Senior Secured Notes (as described in Note 8 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K) are secured by substantially all of our assets, including cash, inventory, accounts receivable, and certain machinery and equipment. We also issued unsecured convertible senior notes due 2030 ("2030 Convertible Notes") to execute a partial repurchase of other indebtedness. If a default of payment occurs, the lenders in our ABL Credit Facility or holders of our Senior Secured Notes and 2030 Convertible Notes may elect to declare all of their respective outstanding debt, together with accrued interest and other amounts payable thereunder, to be immediately due and payable. Under such circumstances, we may not have sufficient funds or other resources to satisfy all of our obligations. In addition, the limitations imposed on our ability to incur additional debt and to take other corporate actions might significantly impair our ability to obtain other financing.
Borrowing availability under the ABL Credit Facility is limited to the lesser of the facility total and the calculated borrowing base, which is based on stipulated loan percentages applied to our eligible trade accounts receivable and eligible inventories. Should the borrowing base decline, our ability to borrow to fund future operations and business transactions could be limited.
In addition, the Senior Secured Notes contain certain occurrence-based covenants that could restrict our ability to undertake certain types of transactions. If we enter into a transaction that falls under the occurrence-based covenants, we will calculate the ratios and covenant buckets we have available to us to ensure we are in compliance. Likewise, the Indenture related to the 2030 Convertible Notes includes certain limited occurrence-based covenants that could impact our ability to operate our business.
In addition, our indebtedness could:
•Make us more vulnerable to general adverse economic, regulatory, and industry conditions;
•Limit our flexibility in planning for, or reacting to, changes and opportunities in the markets in which we compete;
•Place us at a competitive disadvantage compared to our competitors that have less debt or could require us to dedicate a substantial portion of our cash flow to service our debt; and
•Restrict us from making strategic acquisitions or exploiting other business opportunities.
General Risks
Our common stock trading price could decline if equity research analysts issue unfavorable commentary or downgrade our common stock.
The trading market for our common stock depends in part on the research and reports that third-party securities analysts publish about us and the industries in which we operate. If one or more analysts cease coverage of our company, we could lose visibility in the financial markets, which could cause the price or trading volume of our securities to decline. Alternatively, one or more analysts could downgrade our common stock, provide more favorable recommendations about our competitors, or publish inaccurate or unfavorable research about our business or industry, which could also cause the trading volume or market price of our common stock to decline.
Item 1B. Unresolved Staff Comments.
None.
19
Item 1C. Cybersecurity.
Risk Management and Strategy
As described in Item 1A – Risk Factors, we are subject to various cybersecurity risks that could adversely affect our business, financial condition, results of operations, and reputation. We recognize the critical importance of assessing, identifying, and managing material risks associated with cybersecurity threats, and have integrated a comprehensive cybersecurity program into our broader Enterprise Risk Management (“ERM”) framework. This integration ensures that cybersecurity considerations are an integral part of our decision-making process at every level. Our cybersecurity program includes a detailed set of policies, standards, and procedures informed by an industry-leading framework established by the National Institute of Standards and Technology (“NIST CSF”). The NIST CSF provides a model that emphasizes identification, protection, detection, response, and recovery.To identify and manage risks from third parties in relation to cybersecurity, we conduct thorough cybersecurity assessments of third-party service providers, maintain an inventory of these providers and prioritize them by criticality, and include specific cybersecurity obligations in our contracts. Additionally, we continuously monitor these providers and require prompt notification of any cybersecurity incidents to manage and monitor potential risks to our business, financial condition, results of operations, and reputation.
We manage our exposure to cybersecurity risk using various methods designed to protect against, detect, and respond to cybersecurity threats. For example, we leverage threat intelligence to identify trends and inform our understanding of the cybersecurity risk landscape. We employ behavior-based email and endpoint threat detection technologies that are designed to identify and block phishing, business email compromise, and impersonation attempts. In addition, our cybersecurity team performs regular assessments of our program and conducts penetration testing to identify, evaluate, and remediate potential threats and vulnerabilities. We also engage external resources to support in the design and implementation of certain program elements, and to assist us in the prevention, detection, monitoring, mitigation, and remediation of cybersecurity risks and incidents. We have also implemented governance controls, monitoring, and acceptable-use standards addressing the adoption of artificial intelligence technologies and the associated risk of unauthorized disclosure or handling of data.
In addition to the processes, technologies, and controls that we have in place to reduce the likelihood of material cybersecurity incidents, we maintain a documented incident response plan to manage cybersecurity events within our environment. The response plan includes procedures for identifying, containing, and responding to cybersecurity incidents. Our ability to respond to cybersecurity incidents is tested on a recurring basis.
Governance
20
Item 2. Properties.
The principal facilities used in our operations are in the following locations:
| Segment | Location | Status | Primary Use | ||||||||
| Towable RV | Elkhart, Indiana | Leased | Manufacturing(1,2) | ||||||||
| Towable RV | Middlebury, Indiana | Owned | Manufacturing(1) and office space | ||||||||
| Towable RV | Middlebury, Indiana | Leased | Manufacturing(1) and office space | ||||||||
| Motorhome RV | Forest City, Iowa | Owned | Manufacturing(1) and office space | ||||||||
| Motorhome RV | Lake Mills, Iowa | Owned | Manufacturing(1,2) | ||||||||
| Motorhome RV | Middlebury, Indiana | Owned | Manufacturing(1) | ||||||||
| Motorhome RV | Nappanee, Indiana | Owned | Manufacturing(1) and office space | ||||||||
| Motorhome RV | Nappanee, Indiana | Leased | Manufacturing(1) | ||||||||
| Marine | Bristol, Indiana | Leased | Manufacturing(1) | ||||||||
| Marine | Bristol, Indiana | Owned | Manufacturing(1) and office space | ||||||||
| Marine | Sarasota, Florida | Owned | Manufacturing(1) and office space | ||||||||
| Corporate / All Other | Clearwater, Florida | Leased | Manufacturing(1) and office space | ||||||||
| Corporate / All Other | Largo, Florida | Leased | Manufacturing(1) and office space | ||||||||
| Corporate / All Other | Eden Prairie, Minnesota | Leased | Office space | ||||||||
| Corporate / All Other | Forest City, Iowa | Owned | Manufacturing(1) and office space | ||||||||
| Corporate / All Other | Savage, Minnesota | Leased | Research and development, and office space | ||||||||
(1) Manufacturing includes production, warehouse, maintenance, and service center facilities.
(2) As previously announced, we plan to close these facilities in Fiscal 2027 in connection with our plans to consolidate certain manufacturing operations.
Most of our buildings are of steel or steel and concrete construction and are protected from fire with high-pressure sprinkler systems, dust collector systems, automatic fire doors, and alarm systems. All facilities are in good operating condition, suitable for their respective uses and adequate for current needs.
Under our Senior Secured Notes and ABL Credit Facility, we have encumbered substantially all of our material real property for the benefit of the lenders thereunder. For additional information, see Note 8 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K. Also see Note 9 in the Notes to Consolidated Financial Statements included in Item 8 of Part II in this Annual Report on Form 10-K for more information regarding our leased facilities.
Item 3. Legal Proceedings.
For a description of our legal proceedings, see Note 11 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K.
Item 4. Mine Safety Disclosures.
Not Applicable.
21
PART II
Item 5. Market for the Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our common stock is listed on the New York Stock Exchange under the ticker symbol of WGO. As of October 14, 2026, there were 1,877 shareholders of record.
Dividends
On August 12, 2026, our Board of Directors declared a quarterly cash dividend of $0.36 per share, totaling $10.2 million, to be paid on September 23, 2026 to common shareholders of record at the close of business on September 9, 2026. Dividends are generally declared each quarter, and the Board of Directors currently intends to continue to pay quarterly cash dividends; however, declaration of future dividends, if any, will be based on several factors including our financial performance, outlook, and liquidity.
Our outstanding notes, as further described in Note 8 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K, contain restrictions that may limit our ability to pay dividends.
Issuer Purchases of Equity Securities
Our ABL Credit Facility contains restrictions that may limit our ability to make distributions or payments with respect to purchases of our common stock without consent from the lenders, except for limited purchases of our common stock from employees, in the event of a significant reduction in our EBITDA or in the event of a significant borrowing on our ABL Credit Facility. Our Senior Secured Notes also contain covenants that may limit our ability to make distributions or payments with respect to purchases of our common stock. See additional information on our ABL Credit Facility and our Senior Secured Notes in Note 8 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K.
On August 17, 2022, our Board of Directors authorized a new share repurchase program in the amount of $350.0 million with no time restriction on the authorization, which took effect immediately and replaced the prior program.
During Fiscal 2026, we did not repurchase any shares under the share repurchase program. We repurchased approximately 58,000 shares of our common stock at a cost of $1.7 million to satisfy tax obligations on employee equity awards as they vested. We continually evaluate if share repurchases reflect a prudent use of our capital and, subject to compliance with our ABL Credit Facility and outstanding Senior Secured Notes, we may purchase shares in the future. As of August 29, 2026, we have $180.0 million remaining on our Board of Directors approved repurchase authorization.
Purchases of our common stock during each fiscal month of the fourth quarter of Fiscal 2026 are as follows:
| Period | Total Number of Shares Purchased(1,2) | Average Price Paid per Share | Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1,2) | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(3) (in millions) | |||||||||||||||||||
| 05/31/26-07/04/26 | 335 | $ | 28.96 | — | $ | 180.0 | |||||||||||||||||
| 07/05/26-08/01/26 | 335 | 30.88 | — | 180.0 | |||||||||||||||||||
| 08/02/26-08/29/26 | — | — | — | 180.0 | |||||||||||||||||||
| Total | 670 | $ | 29.92 | — | $ | 180.0 | |||||||||||||||||
(1) Number of shares in the above table are shown in whole numbers.
(2) Shares not purchased as part of a publicly announced program were repurchased from employees who vested in Company shares and elected to pay their payroll tax via the value of shares delivered as opposed to cash.
(3) Pursuant to a $350.0 million share repurchase program authorized by our Board of Directors on August 17, 2022. There is no time restriction on this authorization.
22
Stock Performance Graph
The following graph compares our five-year cumulative total shareholder return (including reinvestment of dividends) with the cumulative total return on the Standard & Poor's 500 Index and the Russell 3000 Recreational Vehicles and Boats Subsector Index, which is a widely utilized industry index that is representative of our current business. It is assumed in the graph that $100 was invested in our common stock, in the Standard & Poor's 500 Index, and in the Russell 3000 Recreational Vehicles and Boats Subsector Index, on August 28, 2021, and that all dividends received within a quarter were reinvested in that quarter.
| Base Period | |||||||||||||||||||||||||||||||||||
| Company/Index | August 28, 2021 | August 27, 2022 | August 26, 2023 | August 31, 2024 | August 30, 2025 | August 29, 2026 | |||||||||||||||||||||||||||||
| Winnebago Industries, Inc. | $ | 100.00 | $ | 84.74 | $ | 89.66 | $ | 85.67 | $ | 53.49 | $ | 47.41 | |||||||||||||||||||||||
| S&P 500 Index | 100.00 | 91.33 | 100.87 | 131.27 | 152.11 | 183.71 | |||||||||||||||||||||||||||||
| Russell 3000 Recreational Vehicles and Boats Subsector Index | 100.00 | 89.92 | 89.16 | 85.24 | 72.95 | 64.83 | |||||||||||||||||||||||||||||
Source: Zacks Investment Research, Inc.
23
Item 6. [Reserved].
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide a reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. Unless otherwise noted, transactions and other factors significantly impacting our financial condition, results of operations and liquidity are discussed in order of magnitude. Our MD&A is presented in five sections:
•Overview
•Results of Operations
•Analysis of Financial Condition, Liquidity, and Capital Resources
•Critical Accounting Policies and Estimates
•New Accounting Pronouncements
Our MD&A should be read in conjunction with the Consolidated Financial Statements and related Notes included in Item 8 of Part II in this Annual Report on Form 10-K.
The year-over-year comparisons in this MD&A are as of and for the fiscal years ended August 29, 2026 and August 30, 2025, unless stated otherwise. The discussion of Fiscal 2024 results and related year-over-year comparisons as of and for the fiscal years ended August 30, 2025 and August 31, 2024 are found in Item 7 of Part II of our Form 10-K for the fiscal year ended August 30, 2025.
Overview
Winnebago Industries, Inc. is a leading North American manufacturer of outdoor lifestyle products under the Winnebago, Grand
Design, Chris-Craft, Newmar and Barletta brands, which are used primarily in leisure travel and outdoor recreation activities. We also design and manufacture advanced battery solutions that deliver “house power,” supporting internal electrical features and appliances for a variety of outdoor products including RVs, boats, specialty and other low-speed vehicles, as well as other industrial applications. Other products manufactured by us consist primarily of original equipment manufacturing parts for other manufacturers and commercial vehicles. We produce our motorhome RV units in Iowa and Indiana; our towable RV units in Indiana; our marine units in Indiana and Florida; and our battery solutions in Florida. We distribute our RV and marine products primarily through independent dealers across the U.S. and Canada, who then retail the products to the end consumer. We also distribute our marine products internationally through independent dealers, who then retail the products to the end consumer. Our battery solutions are primarily sold to customers in the U.S.
Known Trends and Uncertainties
Our business continues to be challenged by macroeconomic conditions impacting retail consumers and our dealers, such as inflation, elevated interest rates, and lower consumer confidence. These factors have contributed to lower consumer spending and reduced short-term demand for large discretionary products such as RVs and marine products. In response, our dealers continue to exercise caution when managing stocking levels. In Fiscal 2026, these trends resulted in decreased sales due to declines in unit volume. Market pressures have been observed across our portfolio and we have adjusted our production schedule to align with market demand, while also accelerating efforts to provide stronger product value for our consumers in the future.
We continue to monitor developments in international trade policy, including tariffs imposed by the United States and potential retaliatory measures by other countries, which may affect material costs, supply availability, and consumer demand. During February 2026, the U.S. Supreme Court ruled that tariffs imposed under the International Emergency Economic Powers Act ("IEEPA") were not authorized by the statute, and related refund processes continue to evolve. We received certain recoveries from suppliers associated with previously incurred tariff costs, which helped offset a portion of tariff-related cost increases during Fiscal 2026. In addition, we implemented pricing and other mitigation actions to reduce the impact of tariffs on our business. The tariff environment remains dynamic, and future changes in trade policy or tariff levels could adversely affect our results of operations, financial condition, or cash flows.
During our third quarter of Fiscal 2026, conflicts among the United States, Israel, and Iran intensified, contributing to higher global energy prices due to supply disruptions in the Middle East. Sustained increases in energy costs may further pressure consumer discretionary spending and demand for RV and marine products. Further, these conditions may contribute to broader inflationary pressures and delay expected interest rate reductions, or cause further increases to interest rates, which could result in higher borrowing costs for consumers.
Despite the current economic uncertainty, we believe in the long-term health of consumer demand for RV and marine products.
24
Results of Operations - Fiscal 2026 Compared to Fiscal 2025
Consolidated Performance Summary
The following is an analysis of changes in key items included in the statements of operations for the fiscal year ended August 29, 2026 compared to the fiscal year ended August 30, 2025:
| (in millions, except per share data) | 2026 | % of Revenues(1) | 2025 | % of Revenues(1) | $ Change(1) | % Change(1) | |||||||||||||||||||||||||||||
| Net revenues | $ | 2,703.9 | 100.0 | % | $ | 2,798.2 | 100.0 | % | $ | (94.3) | (3.4) | % | |||||||||||||||||||||||
| Cost of goods sold | 2,353.7 | 87.0 | % | 2,433.1 | 87.0 | % | (79.5) | (3.3) | % | ||||||||||||||||||||||||||
| Gross profit | 350.2 | 13.0 | % | 365.1 | 13.0 | % | (14.8) | (4.1) | % | ||||||||||||||||||||||||||
| Selling, general, and administrative expenses ("SG&A") | 262.3 | 9.7 | % | 285.8 | 10.2 | % | (23.3) | (8.2) | % | ||||||||||||||||||||||||||
| Amortization | 21.7 | 0.8 | % | 22.1 | 0.8 | % | (0.4) | (2.0) | % | ||||||||||||||||||||||||||
| Total operating expenses | 284.0 | 10.5 | % | 307.9 | 11.0 | % | (23.8) | (7.7) | % | ||||||||||||||||||||||||||
| Operating income | 66.2 | 2.4 | % | 57.2 | 2.0 | % | 9.0 | 15.7 | % | ||||||||||||||||||||||||||
| Interest expense, net | 20.9 | 0.8 | % | 25.9 | 0.9 | % | (5.1) | (19.5) | % | ||||||||||||||||||||||||||
| Loss on note repurchase (Note 8) | 0.8 | — | % | 2.0 | 0.1 | % | (1.2) | (61.0) | % | ||||||||||||||||||||||||||
| Non-operating loss (income) | 0.1 | — | % | (0.8) | (0.1) | % | 0.9 | NM | |||||||||||||||||||||||||||
| Income before income taxes | 44.4 | 1.6 | % | 30.1 | 1.1 | % | 14.4 | 47.8 | % | ||||||||||||||||||||||||||
| Income tax provision | 9.9 | 0.4 | % | 4.4 | 0.2 | % | 5.6 | NM | |||||||||||||||||||||||||||
| Net income | $ | 34.5 | 1.2 | % | $ | 25.7 | 0.9 | % | $ | 8.8 | 34.3 | % | |||||||||||||||||||||||
| Diluted earnings per share | $ | 1.21 | $ | 0.91 | $ | 0.30 | 33.0 | % | |||||||||||||||||||||||||||
| Diluted weighted average shares outstanding | 28.4 | 28.3 | 0.1 | 0.4 | % | ||||||||||||||||||||||||||||||
(1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided. In addition, percentages may not add in total due to rounding.
NM: Not meaningful.
Net revenues decreased primarily due to lower unit volume, partially offset by selective price adjustments and product mix.
Gross profit as a percentage of revenue was consistent with prior year as volume deleverage was largely offset by selective price adjustments.
Operating expenses decreased primarily due to cost reduction initiatives, partially offset by costs to support the growth of the Grand Design Motorhome business.
The loss on note repurchase recorded in the fiscal years ended August 29, 2026 and August 30, 2025 is related to the repurchase of $100.0 million of our Senior Secured Notes in both periods. Refer to Note 8 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K for further information.
The increase in the effective tax rate was primarily driven by current year state tax adjustments, increased valuation allowances, and a reduced benefit from favorable items due to higher pre-tax income.
25
Reportable Segment Performance Summary
Towable RV
The following is an analysis of key changes in our Towable RV segment for Fiscal 2026 and 2025:
| (in millions, except ASP and units) | 2026 | % of Revenues(1) | 2025 | % of Revenues(1) | $ Change(1) | % Change(1) | |||||||||||||||||||||||||||||
| Net revenues | $ | 1,050.8 | $ | 1,220.2 | $ | (169.4) | (13.9) | % | |||||||||||||||||||||||||||
| Operating income | 47.5 | 4.5 | % | 72.7 | 6.0 | % | (25.2) | (34.7) | % | ||||||||||||||||||||||||||
Average Selling Price ("ASP")(2) | 38,700 | 38,797 | (97) | (0.3) | % | ||||||||||||||||||||||||||||||
| Unit deliveries | 2026 | Product Mix(3) | 2025 | Product Mix(3) | Unit Change | % Change | |||||||||||||||||||||||||||||
| Travel trailer | 20,021 | 74.1 | % | 21,714 | 69.7 | % | (1,693) | (7.8) | % | ||||||||||||||||||||||||||
| Fifth wheel | 6,983 | 25.9 | % | 9,455 | 30.3 | % | (2,472) | (26.1) | % | ||||||||||||||||||||||||||
| Total Towable RV | 27,004 | 100.0 | % | 31,169 | 100.0 | % | (4,165) | (13.4) | % | ||||||||||||||||||||||||||
Dealer Inventory(4) | August 29, 2026 | August 30, 2025 | Unit Change | % Change | |||||||||||||||||||||||||||||||
| Units | 15,471 | 16,200 | (729) | (4.5) | % | ||||||||||||||||||||||||||||||
(1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
(2) ASP excludes off-invoice dealer incentives.
(3) Percentages may not add due to rounding differences.
(4) Data is based on the latest information available from our dealer partners and is subject to timing of reporting and other limitations.
Net revenues decreased primarily due to lower unit volume and a shift in product mix toward lower price-point models, partially offset by selective price adjustments.
Operating income as a percentage of revenues decreased primarily due to volume deleverage, higher discounts and allowances, and product mix, partially offset by selective price adjustments and cost containment initiatives.
26
Motorhome RV
The following is an analysis of key changes in our Motorhome RV segment for Fiscal 2026 and 2025:
| (in millions, except ASP and units) | 2026 | % of Revenues(1) | 2025 | % of Revenues(1) | $ Change(1) | % Change(1) | |||||||||||||||||||||||||||||
| Net revenues | $ | 1,257.5 | $ | 1,159.7 | $ | 97.7 | 8.4 | % | |||||||||||||||||||||||||||
| Operating income (loss) | 33.2 | 2.6 | % | (7.3) | (0.6) | % | 40.4 | NM | |||||||||||||||||||||||||||
ASP(2) | 214,350 | 206,441 | 7,909 | 3.8 | % | ||||||||||||||||||||||||||||||
| Unit deliveries | 2026 | Product Mix(3) | 2025 | Product Mix(3) | Unit Change | % Change | |||||||||||||||||||||||||||||
| Class A | 892 | 15.1 | % | 1,211 | 21.1 | % | (319) | (26.3) | % | ||||||||||||||||||||||||||
| Class B | 1,934 | 32.6 | % | 1,682 | 29.3 | % | 252 | 15.0 | % | ||||||||||||||||||||||||||
| Class C | 3,099 | 52.3 | % | 2,849 | 49.6 | % | 250 | 8.8 | % | ||||||||||||||||||||||||||
| Total Motorhome RV | 5,925 | 100.0 | % | 5,742 | 100.0 | % | 183 | 3.2 | % | ||||||||||||||||||||||||||
Dealer Inventory(4) | August 29, 2026 | August 30, 2025 | Unit Change | % Change | |||||||||||||||||||||||||||||||
| Units | 3,395 | 3,562 | (167) | (4.7) | % | ||||||||||||||||||||||||||||||
(1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
(2) ASP excludes off-invoice dealer incentives.
(3) Percentages may not add due to rounding differences.
(4) Data is based on the latest information available from our dealer partners and is subject to timing of reporting and other limitations.
NM: Not meaningful.
Net revenues increased primarily due to higher unit volume, selective price adjustments, and lower discounts and allowances.
Operating income as a percentage of revenues increased primarily due to lower discounts and allowances and volume leverage.
27
Marine
The following is an analysis of key changes in our Marine segment for Fiscal 2026 and 2025:
| (in millions, except ASP and units) | 2026 | % of Revenues(1) | 2025 | % of Revenues(1) | $ Change(1) | % Change(1) | |||||||||||||||||||||||||||||
| Net revenues | $ | 356.4 | $ | 367.8 | $ | (11.4) | (3.1) | % | |||||||||||||||||||||||||||
| Operating income | 20.9 | 5.9 | % | 27.7 | 7.5 | % | (6.8) | (24.5) | % | ||||||||||||||||||||||||||
ASP(2) | 82,496 | 80,888 | 1,608 | 2.0 | % | ||||||||||||||||||||||||||||||
| Unit deliveries | 2026 | 2025 | Unit Change | % Change | |||||||||||||||||||||||||||||||
| Boats | 4,423 | 4,635 | (212) | (4.6) | % | ||||||||||||||||||||||||||||||
Dealer Inventory(3,4) | August 29, 2026 | August 30, 2025 | Unit Change | % Change | |||||||||||||||||||||||||||||||
| Units | 2,510 | 2,687 | (177) | (6.6) | % | ||||||||||||||||||||||||||||||
(1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
(2) ASP excludes off-invoice dealer incentives.
(3) Due to the nature of the Marine industry, this amount includes a higher proportion of retail sold units than our other segments.
(4) Data is based on the latest information available from our dealer partners and is subject to timing of reporting and other limitations.
NM: Not meaningful.
Net revenues decreased primarily due to a shift in product mix toward lower price-point models and lower unit volume, partially offset by selective price adjustments.
Operating income as a percentage of revenues decreased primarily due to volume deleverage and higher warranty expense, partially offset by selective price adjustments.
28
Analysis of Financial Condition, Liquidity, and Capital Resources
Cash Flows
The following table summarizes our cash flows from total operations for Fiscal 2026 and 2025:
| (in millions) | 2026 | 2025 | |||||||||
Total cash provided by (used in): | |||||||||||
| Operating activities | $ | 168.7 | $ | 128.9 | |||||||
| Investing activities | (18.5) | (34.8) | |||||||||
| Financing activities | (142.8) | (251.0) | |||||||||
Net (decrease) increase in cash and cash equivalents | $ | 7.4 | $ | (156.9) | |||||||
Operating Activities
During Fiscal 2026, cash provided by operating activities was $168.7 million compared to $128.9 million in Fiscal 2025. The change in operating cash flow is primarily driven by higher profitability adjusted for non-cash items, favorable changes in accounts receivable and accounts payable balances due to timing of receipts and payments, partially offset by changes in inventory levels.
Investing Activities
Cash used in investing activities decreased primarily due to lower capital expenditures compared to the prior year.
Financing Activities
Cash used in financing activities decreased primarily due to the maturity of 2025 Convertible Notes in Fiscal 2025, combined with lower share repurchase activity in the current year. We repurchased $100.0 million of the Senior Secured Notes in both Fiscal 2025 and Fiscal 2026.
Debt and Capital
On August 20, 2026, we renewed our $350.0 million asset-based revolving credit facility ("ABL Credit Facility") with an extended maturity date of August 20, 2031, subject to certain factors which may accelerate the maturity date. As of August 29, 2026, we had no borrowings against the ABL Credit Facility and $181.4 million in cash and cash equivalents. Our cash and cash equivalent balances consist of high quality, short-term money market instruments.
On January 23, 2024, we issued $350.0 million in aggregate principal amount of 3.25% unsecured convertible senior notes due 2030 ("2030 Convertible Notes").
On July 8, 2020, we closed our private offering (the “Senior Secured Notes Offering”) of $300.0 million aggregate principal amount of 6.25% Senior Secured Notes due 2028 (the “Senior Secured Notes”).
On November 1, 2019, we issued $300.0 million in aggregate principal amount of 1.5% unsecured Convertible Senior Notes due 2025 (“2025 Convertible Notes”). On January 18, 2024, we entered into privately negotiated transactions (the "2025 Convertible Note Repurchases") with certain holders of the 2025 Convertible Notes to repurchase $240.7 million aggregate principal amount of the 2025 Convertible Notes using proceeds received from the 2030 Convertible Notes. On April 1, 2025, the 2025 Convertible Notes matured. We paid $59.3 million in aggregate principal amount and $0.4 million in accrued interest to holders of the notes, fully settling the outstanding balance (the "2025 Convertible Note Maturity Settlement"). The settlement was funded with cash on hand, consistent with our stated intent, with no shares of common stock issued.
As of August 29, 2026, we had no debt maturing in the next twelve months that is classified as current on our Consolidated Balance Sheets.
We evaluate the financial stability of the counterparties for the 2030 Convertible Notes, the Senior Secured Notes, and the ABL Credit Facility, and will continue to monitor counterparty risk on an on-going basis.
Refer to Note 8 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K for additional information.
Working Capital
Working capital as of August 29, 2026 and August 30, 2025 was $419.1 million and $465.1 million, respectively. We currently expect cash on hand, funds generated from operations, and the borrowing available under our ABL Credit Facility to be sufficient to cover both short-term and long-term operating requirements.
29
Capital Expenditures
We anticipate capital expenditures in Fiscal 2027 of approximately $35.0 million to $45.0 million. We will continue to support organic growth through facility improvements to support a safe operating environment, operational improvements, and investments in software and our digital capabilities. We believe cash on hand, funds generated from operations, and the borrowing capacity available under our ABL Credit Facility and other debt instruments will be sufficient to support our capital expenditures for the foreseeable future.
Share Repurchases and Dividends
We repurchase our common stock and pay dividends pursuant to programs approved by our Board of Directors. Our long-term capital allocation strategy is to first fund operations and investments in growth, maintain reasonable liquidity, maintain a leverage ratio that reflects a prudent capital structure in light of the cyclical industries we compete in, and then return excess cash over time to shareholders through dividends and share repurchases. Refer to Item 5 of Part II of this Annual Report on Form 10-K for discussion about our share repurchase program and dividend declared on August 12, 2026.
Cash Requirements
Our cash requirements within the next twelve months include accounts payable, current maturities of long-term debt, accrued expenses, purchase commitments and other current liabilities.
Our cash requirements greater than twelve months from various contractual obligations and commitments include:
Debt Obligations and Interest Payments
Refer to Note 8 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K for information regarding our debt and the timing of expected future principal and interest payments. Interest payments are based on fixed interest rates for the 2030 Convertible Notes and the Senior Secured Notes.
Operating and Finance Leases
Refer to Note 9 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K for information regarding our lease obligations and the timing of expected future payments.
Deferred Compensation Obligations
Refer to Note 10 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K for information regarding our deferred compensation plans. We expect to pay $1.2 million in the next 12 months and $4.3 million beyond 12 months.
Contracted Services
Contracted services include agreements with third-party service providers primarily for software, payroll services, and equipment maintenance services for periods up to Fiscal 2029. We expect to pay approximately $19.7 million in the next 12 months and approximately $6.2 million beyond 12 months.
Contingent Repurchase Obligations
Refer to Note 11 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K for information regarding our contingent repurchase commitment and estimated obligation, most of which we expect to expire within one year.
We expect to satisfy our short-term and long-term obligations through a combination of cash on hand, funds generated from operations, and the borrowing capacity available under our ABL Credit Facility and other debt instruments.
Critical Accounting Policies and Estimates
The consolidated financial statements are prepared in accordance with GAAP. In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and the related disclosures. We base our assumptions, estimates, and judgments on historical experience, current trends, and other factors believed to be relevant at the time the consolidated financial statements are prepared. Because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.
Our critical accounting policies are discussed in Note 1 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K. We believe that the following accounting policies and estimates are the most critical to aid in fully understanding and evaluating our reported financial results. These estimates require our most difficult, subjective, or complex judgments because they relate to matters that are inherently uncertain. We have reviewed these critical accounting policies and estimates and related disclosures with the Audit Committee of our Board of Directors.
30
We have not made any material changes during the past three fiscal years, nor do we believe there is a reasonable likelihood of a material future change to the accounting methodologies for the areas described below.
Goodwill and Indefinite-lived Intangible Assets
We test goodwill and other indefinite-lived intangible assets, such as trade names, for impairment at least annually in the fourth quarter and more frequently if events or circumstances occur that would indicate an impairment may have occurred prior to the annual assessment. Our test of impairment begins by either performing a qualitative evaluation or a quantitative test:
•Qualitative evaluation - Performed to determine whether it is more likely than not that the carrying value of goodwill or the indefinite-lived trade name exceeds the fair value of the asset. During our qualitative assessment, we make significant estimates, assumptions, and judgments, including, but not limited to, the macroeconomic conditions, industry and market conditions, cost factors, overall financial performance of the Company and the reporting units, changes in our share price, and relevant company-specific events. If we determine that it is more likely than not that the carrying value of the goodwill or indefinite-lived trade name exceeds the fair value, we perform the quantitative test to determine the amount of the impairment.
•Quantitative test - Used to calculate the fair value of goodwill or the indefinite-lived trade name. If the carrying value of the reporting unit or indefinite-lived trade name exceeds the fair value, the impairment is calculated as the difference between the carrying value and fair value. Our goodwill fair value model uses a blend of the income (discounted future cash flow) and market (guideline public company) approaches, which includes the use of significant unobservable inputs (Level 3 inputs). Our indefinite-lived trade name fair value model uses the income (relief-from-royalty) approach, which includes the use of significant unobservable inputs (Level 3 inputs). During these valuations, we make significant estimates, assumptions, and judgments, including current and projected future levels of income based on management’s plans, business trends, market and economic conditions, and market-participant considerations. Actual results may differ from assumed and estimated amounts, which could result in future impairment losses.
During the fourth quarter of Fiscal 2026, we completed our annual assessment of goodwill and indefinite-lived intangible assets and determined that there was no indication of impairment. However, we observed a reduction in the fair value cushion for the Chris-Craft trade name, as the estimated fair value exceeded its $29.3 million carrying value by less than 10% as of the assessment date. The fair value of a trade name is determined by the relief-from-royalty method, which requires significant judgment, and includes assumptions for royalty rate, future revenue growth rates and discount rate. A 50 bps reduction rate in royalty rate, a 10% decline in sales volume, or a 100 bps increase in the discount rate would all result in the fair value approximating carrying value for the Chris-Craft trade name. A sustained decline in revenues or other adverse changes in macroeconomic or industry conditions could result in an impairment charge in a future reporting period. No impairments were recorded in Fiscal 2025. During the fourth quarter of Fiscal 2024 we determined that the carrying value of the Chris-Craft reporting unit exceeded its fair value, resulting in a $30.3 million impairment charge, which represents the full goodwill balance attributable to the reporting unit.
For further information regarding goodwill and intangible assets, see Note 6 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K.
Warranty
We provide certain service and warranty on our products. Estimated costs related to product warranty are accrued at the time of sale and are based upon past warranty claims and unit sales history. Estimates are adjusted as needed to reflect actual costs incurred as information becomes available.
In addition to the costs associated with the contractual warranty coverage provided on our products, we also occasionally incur costs as a result of additional service actions not covered by our warranties, including product recalls and customer satisfaction actions. Although we estimate and reserve for the cost of these service actions, there can be no assurance that expense levels will remain at current levels or such reserves will continue to be adequate.
A significant increase in dealership labor rates, the cost of parts, or the frequency of claims could have a material adverse impact on our operating results for the period or periods in which such claims or additional costs materialize. A hypothetical change of a 10% increase or decrease in our warranty liability as of August 29, 2026 would not have a material effect on our net income.
New Accounting Pronouncements
For a summary of new applicable accounting pronouncements, see Note 1 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The assets we maintain to fund deferred compensation have market risk, but we maintain a corresponding liability for these assets. The market risk is therefore borne by the participants in the deferred compensation program.
31
Interest Rate Risk
The ABL Credit Facility is our only floating rate debt instrument, which remains undrawn as of August 29, 2026.
32
Item 8. Financial Statements and Supplementary Data.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
We, the management of Winnebago Industries, Inc. (the "Company") are responsible for establishing and maintaining effective internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. The Company's internal control over financial reporting is a process designed, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
The Company's internal control over financial reporting is supported by written policies and procedures that:
1.pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company's assets;
2.provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company's management and directors; and
3.provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.
In addition, the Audit Committee of the Board of Directors, consisting solely of independent directors, meets periodically with management of the Company, the internal auditors, and the independent registered public accounting firm to review internal accounting controls, audit results, and accounting principles and practices and annually selects the independent registered public accounting firm.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
In connection with the preparation of the Company's annual financial statements, management of the Company has undertaken an assessment of the effectiveness of the Company's internal control over financial reporting based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Management's assessment included an evaluation of the design of the Company's internal control over financial reporting and testing of the operational effectiveness of the Company's internal control over financial reporting.
Based on its assessment, management has concluded that the Company's internal control over financial reporting was effective as of August 29, 2026.
Deloitte & Touche LLP, the independent registered public accounting firm that audited the Company's financial statements included in this Annual Report on Form 10-K, has issued a report included herein, which expressed an unqualified opinion on the Company's internal control over financial reporting.
| /s/ Michael J. Happe | /s/ Bryan L. Hughes | |||||||
| Michael J. Happe | Bryan L. Hughes | |||||||
| President, Chief Executive Officer | Senior Vice President, Chief Financial Officer | |||||||
| October 21, 2026 | October 21, 2026 | |||||||
33
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Winnebago Industries, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Winnebago Industries, Inc. and subsidiaries (the "Company") as of August 29, 2026 and August 30, 2025, the related consolidated statements of income, changes in shareholders' equity, and cash flows, for each of the three years in the period ended August 29, 2026, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 29, 2026 and August 30, 2025, and the results of its operations and its cash flows for each of the three years in the period ended August 29, 2026, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of August 29, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated October 21, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Product Warranties – Grand Design – Refer to Note 7 to the financial statements
Critical Audit Matter Description
The Company provides certain service and warranty on its products. Estimated costs related to product warranty are accrued based upon historical warranty claims and unit sales history. Estimates are adjusted as needed to reflect actual costs incurred as information becomes available. Grand Design was founded in 2013 and acquired by the Company in November 2016 and makes up the majority of the Company’s product warranty accrual as of August 29, 2026.
We identified the product warranties for Grand Design as a critical audit matter because of the significant judgments made by management to estimate costs related to product warranties at the time of sale. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s estimates of future warranty claims based on historical claims experience.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the product warranty for the Grand Design component included the following, among others:
•We tested the effectiveness of controls over management’s estimation of the product warranty accrual, including those over historical product warranty claim data and projected future product warranty claims.
•We evaluated the accuracy and relevance of the historical product warranty claims as an input to management’s product warranty accrual calculation.
34
•We evaluated the completeness of the warranty accrual estimate through inquiries of operational and executive management regarding knowledge of known product warranty claims or product issues and evaluated whether they were appropriately considered in the determination of the product warranty accrual.
•We evaluated management’s ability to accurately estimate the warranty accrual by comparing the product warranty accrual in prior years to the actual product warranty claims paid in subsequent years.
•We assessed management’s methodology and detail tested the warranty accrual by evaluating the inputs and assumptions utilized in the calculation.
Goodwill and Indefinite-Lived Intangible Assets – Barletta Goodwill and Chris-Craft Trade name – Refer to Note 6 to the financial statements
Critical Audit Matter Description
The Company tests goodwill and indefinite-lived trade names for impairment on the first day of the fourth fiscal quarter or upon the occurrence of events or changes in circumstances that indicate that the carrying amounts of the intangible assets may be impaired. The Company’s evaluation involves a comparison of the fair value to the carrying value. The Company estimates the fair value of their reporting units using a blend of the income and market approaches. The income approach involves the use of a discounted cash flow model that requires management to make significant estimates and assumptions related to forecasts of future revenues, operating margins, and discount rate. The market approach requires management to make assumptions related to earnings before interest, taxes, depreciation, and amortization (EBITDA) multiples. The Company estimates the fair value of their trade names using the relief-from-royalty method. The determination of the trade name fair value requires management to make significant estimates and assumptions related to forecasts of future revenues, discount rate, and the selection of the royalty rate. Changes in the assumptions can have a significant impact on the fair value of the reporting unit and indefinite-lived intangible and, therefore, the amount of any impairment charge, if applicable.
As of August 29, 2026, the Barletta goodwill balance was $136.1 million, and the Chris-Craft trade name balance was $29.3 million. The estimated fair value of the Barletta goodwill and Chris-Craft trade names exceeded their carrying values as of the measurement date and, therefore, no impairment was recognized.
We identified the fair value determination of the Barletta goodwill and the Chris-Craft indefinite-lived trade name as a critical audit matter due to the significant estimates and assumptions used. The assumptions used in determining the fair value include forecasted revenues and discount rates for both goodwill and the trade name, operating margins and EBITDA multiples for goodwill, and the royalty rate for the trade name. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates related to these assumptions.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the forecasts of future revenues and operating margins and the selection of the discount rate and EBITDA multiples relating to Barletta goodwill assessment and the forecasts of future revenues and selection of the discount rate and royalty rate relating to the Chris-Craft trade name assessment included the following, among others:
•We tested the effectiveness of controls over management’s goodwill and trade name impairment evaluation, including those over the determination of fair value, such as controls related to management’s development of forecasts of future revenues and the selection of the discount rates and royalty rates.
•We inquired of appropriate individuals, both within and outside of finance, regarding the forecasted revenues and operating margins.
•We evaluated the reasonableness of management’s forecast of future revenues and operating margins by comparing the forecasts to:
–Historical revenues and operating margins.
–Internal communications to management and the Board of Directors.
–Forecasted information included in Company press releases, as well as in analyst and industry reports of the Company and companies in its peer group.
•With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodologies, discount rates, EBITDA multiples and royalty rate by:
35
–Testing the mathematical accuracy of the calculations.
–Testing the source data underlying the determination of the discount rates and royalty rate selected.
–Comparing the selected discount rates to market data.
–Developing a range of independent estimates and comparable royalty transactions and comparing those to the rate selected by management.
–Comparing the EBITDA multiples selected by management to EBITDA multiples of guideline peer companies.
/s/ Deloitte & Touche LLP
October 21, 2026
We have served as the Company's auditor since fiscal 1986.
36
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Winnebago Industries, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Winnebago Industries, Inc. and subsidiaries (the "Company") as of August 29, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 29, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended August 29, 2026, of the Company and our report dated October 21, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Minneapolis, MN
October 21, 2026
37
Winnebago Industries, Inc.
Consolidated Statements of Income
(in millions, except per share data)
| For the fiscal year ended | August 29, 2026 | August 30, 2025 | August 31, 2024 | ||||||||||||||
| Net revenues | $ | $ | $ | ||||||||||||||
| Cost of goods sold | |||||||||||||||||
| Gross profit | |||||||||||||||||
| Selling, general, and administrative expenses | |||||||||||||||||
| Amortization | |||||||||||||||||
| Goodwill impairment (Note 6) | |||||||||||||||||
| Total operating expenses | |||||||||||||||||
| Operating income | |||||||||||||||||
| Interest expense, net | |||||||||||||||||
| Loss on note repurchase (Note 8) | |||||||||||||||||
| Non-operating loss (income) | ( | ||||||||||||||||
| Income before income taxes | |||||||||||||||||
| Income tax provision | |||||||||||||||||
| Net income | $ | $ | $ | ||||||||||||||
| Earnings per common share: | |||||||||||||||||
| Basic | $ | $ | $ | ||||||||||||||
| Diluted | $ | $ | $ | ||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||
| Basic | |||||||||||||||||
| Diluted | |||||||||||||||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.
38
Winnebago Industries, Inc.
Consolidated Balance Sheets
(in millions, except par value)
| August 29, 2026 | August 30, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Receivables, less allowance for credit losses ($ | |||||||||||
| Inventories, net | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant, and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| Investment in life insurance | |||||||||||
| Operating lease assets | |||||||||||
| Other long-term assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Shareholders' Equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses: | |||||||||||
| Accrued compensation | |||||||||||
| Product warranties | |||||||||||
| Self-insurance | |||||||||||
| Promotional | |||||||||||
| Accrued interest and dividends | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Non-current liabilities | |||||||||||
| Long-term debt, net | |||||||||||
| Deferred income tax liabilities, net | |||||||||||
| Unrecognized tax benefits | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Deferred compensation benefits, net of current portion | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
| Contingent liabilities and commitments (Note 11) | |||||||||||
| Shareholders' equity | |||||||||||
Preferred stock, par value $ | |||||||||||
Common stock, par value $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Treasury stock, at cost: | ( | ( | |||||||||
| Total shareholders' equity | |||||||||||
| Total liabilities and shareholders' equity | $ | $ | |||||||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.
39
Winnebago Industries, Inc.
Consolidated Statements of Cash Flows
(in millions)
| For the fiscal year ended | August 29, 2026 | August 30, 2025 | August 31, 2024 | ||||||||||||||
| Operating Activities | |||||||||||||||||
| Net income | $ | $ | $ | ||||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities | |||||||||||||||||
| Depreciation | |||||||||||||||||
| Amortization | |||||||||||||||||
| Amortization of debt issuance costs | |||||||||||||||||
| Last in, first-out ("LIFO") expense | |||||||||||||||||
| Stock-based compensation | |||||||||||||||||
| Deferred income taxes | |||||||||||||||||
| Deferred compensation expense | |||||||||||||||||
| Goodwill impairment (Note 6) | |||||||||||||||||
| Loss on note repurchase (Note 8) | |||||||||||||||||
| Asset impairment | |||||||||||||||||
| Restructuring and related costs | |||||||||||||||||
| Contingent consideration fair value adjustment | |||||||||||||||||
| Payments of earnout liability above acquisition-date fair value | ( | ||||||||||||||||
| Other, net | ( | ( | |||||||||||||||
| Change in operating assets and liabilities, net of assets and liabilities acquired | |||||||||||||||||
| Receivables, net | ( | ( | |||||||||||||||
| Inventories, net | ( | ||||||||||||||||
| Prepaid expenses and other assets | ( | ||||||||||||||||
| Accounts payable | ( | ( | |||||||||||||||
| Income taxes and unrecognized tax benefits | |||||||||||||||||
| Accrued expenses and other liabilities | ( | ( | ( | ||||||||||||||
| Net cash provided by operating activities | |||||||||||||||||
| Investing activities | |||||||||||||||||
| Purchases of property, plant, and equipment | ( | ( | ( | ||||||||||||||
| Proceeds from the sale of property, plant, and equipment | |||||||||||||||||
| Other, net | ( | ||||||||||||||||
| Net cash used in investing activities | ( | ( | ( | ||||||||||||||
| Financing activities | |||||||||||||||||
| Borrowings on long-term debt | |||||||||||||||||
| Repayments on long-term debt | ( | ( | ( | ||||||||||||||
| Payments for convertible note bond hedge | ( | ||||||||||||||||
| Proceeds from issuance of convertible note warrant | |||||||||||||||||
| Proceeds from partial unwind of convertible note bond hedge | |||||||||||||||||
| Payments for partial unwind of convertible note warrant | ( | ||||||||||||||||
| Payments of cash dividends | ( | ( | ( | ||||||||||||||
| Payments for repurchases of common stock | ( | ( | ( | ||||||||||||||
| Payments of debt issuance costs | ( | ( | |||||||||||||||
| Payments of earnout liability up to acquisition-date fair value | ( | ||||||||||||||||
| Other, net | |||||||||||||||||
| Net cash used in financing activities | ( | ( | ( | ||||||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ||||||||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||||||||
| Cash and cash equivalents at end of period | $ | $ | $ | ||||||||||||||
| Supplemental Disclosures | |||||||||||||||||
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| Income taxes paid, net | $ | $ | $ | ||||||||||||||
| Interest paid | |||||||||||||||||
| Non-cash investing and financing activities | |||||||||||||||||
| Capital expenditures in accounts payable | |||||||||||||||||
| Dividends declared not yet paid | |||||||||||||||||
| Increase in lease assets in exchange for lease liabilities: | |||||||||||||||||
| Operating leases | |||||||||||||||||
| Financing leases | |||||||||||||||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.
41
Winnebago Industries, Inc.
Consolidated Statements of Changes in Shareholders' Equity
(in millions, except per share data)
Common Shares | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total Shareholders' Equity | |||||||||||||||||||||
| Number | Amount | Number | Amount | |||||||||||||||||||||||
Balances at August 26, 2023 | $ | $ | $ | $ | ( | ( | $ | ( | $ | |||||||||||||||||
| Partial repurchase of convertible notes | — | — | ( | — | — | — | — | ( | ||||||||||||||||||
| Partial unwind of convertible note bond hedge | — | — | — | — | — | — | ||||||||||||||||||||
| Partial unwind of convertible note warrant | — | — | ( | — | — | — | — | ( | ||||||||||||||||||
Convertible note bond hedge purchase, net of tax of $ | — | — | ( | — | — | — | — | ( | ||||||||||||||||||
| Issuance of convertible note warrant | — | — | — | — | — | — | ||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||
| Issuance of stock for employee benefit and stock-based awards, net | — | — | ( | — | — | |||||||||||||||||||||
| Repurchase of common stock | — | — | ( | — | — | ( | ( | ( | ||||||||||||||||||
Common stock dividends declared; $ | — | — | — | ( | — | — | — | ( | ||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||
Balances at August 31, 2024 | $ | $ | $ | $ | ( | ( | $ | ( | $ | |||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||
| Issuance of stock for employee benefit and stock-based awards, net | — | — | ( | — | — | |||||||||||||||||||||
| Repurchase of common stock | — | — | ( | — | — | ( | ( | ( | ||||||||||||||||||
Common stock dividends declared; $ | — | — | — | ( | — | — | — | ( | ||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||
Balances at August 30, 2025 | $ | $ | $ | $ | ( | ( | $ | ( | $ | |||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||
| Issuance of stock for employee benefit and stock-based awards, net | — | — | ( | — | — | |||||||||||||||||||||
| Repurchase of common stock | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||
Common stock dividends declared; $ | — | $ | — | $ | — | $ | ( | $ | — | — | $ | — | $ | ( | ||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||
Balances at August 29, 2026 | $ | $ | $ | $ | ( | ( | $ | ( | $ | |||||||||||||||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.
42
Winnebago Industries, Inc.
Notes to Consolidated Financial Statements
(All amounts are in millions, except share and per share data, unless otherwise designated)
Note 1. Basis of Presentation
Nature of Operations
Winnebago Industries, Inc. is a leading North American manufacturer of outdoor lifestyle products under the Winnebago, Grand
Design, Chris-Craft, Newmar and Barletta brands, which are used primarily in leisure travel and outdoor recreation activities. We also design and manufacture advanced battery solutions that deliver “house power,” supporting internal electrical features and appliances for a variety of outdoor products including RVs, boats, specialty and other low-speed vehicles, as well as other industrial applications. Other products manufactured by us consist primarily of original equipment manufacturing parts for other manufacturers and commercial vehicles. We produce our motorhome RV units in Iowa and Indiana; our towable RV units in Indiana; our marine units in Indiana and Florida; and our battery solutions in Florida. We distribute our RV and marine products primarily through independent dealers across the U.S. and Canada, who then retail the products to the end consumer. We also distribute our marine products internationally through independent dealers, who then retail the products to the end consumer. Our battery solutions are primarily sold to customers in the U.S.
Consolidation
The consolidated financial statements include the accounts of Winnebago Industries, Inc. and its wholly-owned subsidiaries. Intercompany account balances and transactions have been eliminated in consolidation. The use of the terms "Winnebago Industries," "Winnebago," "we," "our," and "us" in this Annual Report on Form 10-K, unless the context otherwise requires, refer to Winnebago Industries, Inc. and its wholly-owned subsidiaries.
Fiscal Period
We have a 5-4-4 quarterly accounting cycle with the fiscal year ending on the last Saturday in August. All references to Fiscal 2026 refer to the 52-week period ended August 29, 2026. Fiscal 2025 refers to the 52-week period ended August 30, 2025 and Fiscal 2024 refers to the 53-week period ended August 31, 2024.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting years. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents represent cash, demand deposits and highly liquid investments with original maturities of three months or less that are not legally restricted. Cash equivalents are recorded at cost, which approximates fair value.
Receivables
Receivables consist principally of amounts due from our dealer network for RVs and boats sold.
We record an allowance using a model to reduce receivables by the expected credit loss and consider factors such as financial condition of the dealer, specific collection issues, current and expected economic conditions, and other factors that may impact our ability to collect. If there is a deterioration of a dealer's financial condition, if we become aware of additional information related to credit worthiness, or if future actual default rates on receivables differ from those currently anticipated, we may adjust the allowance for credit losses, which would affect earnings in the period the adjustments are made.
Inventories
Generally, inventories are stated at the lower of cost or net realizable value determined under the First-in, First-out basis ("FIFO"), except for the Winnebago Motorhome operating segment which is determined using the Last-in, First-out ("LIFO") basis. Manufacturing cost includes materials, labor, and overhead. Unallocated overhead and abnormal costs are expensed as incurred.
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Property and Equipment
Depreciation of property and equipment is computed using the straight-line method on the cost of the assets, less allowance for salvage value where appropriate, at rates based upon their estimated service lives as follows:
| Asset Class | Asset Life | ||||
| Buildings and improvements | |||||
| Machinery and equipment | |||||
| Software | |||||
| Transportation equipment | |||||
Goodwill and Indefinite-Lived Intangible Assets
Goodwill
Goodwill is tested for impairment at least annually, during the fourth quarter and whenever events occur or circumstances change that would indicate the carrying value may not be recoverable. Impairment testing for goodwill is performed at a reporting unit level and all goodwill is assigned to a reporting unit. Our reporting units are the same as the operating segments as defined in Note 2 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K.
We have the option to first assess qualitative factors to determine whether the fair value of a reporting unit is “more likely than not” less than its carrying value. If it is more likely than not that an impairment has occurred, we then perform the quantitative goodwill impairment test. We also generally perform a quantitative impairment test of our reporting units at least once every five years. If we perform the quantitative test, the carrying value of the reporting unit is compared to an estimate of the reporting unit’s fair value to identify impairment. The estimate of the reporting unit’s fair value involves significant unobservable inputs (Level 3 inputs). The fair value is determined by a blend of the income approach (discounted future cash flow) and market approach (guideline public company) using current industry information. In determining the estimated future cash flow, we consider and apply certain estimates and judgments, including current and projected future levels of income based on management plans, business trends, prospects, market and economic conditions, and market-participant considerations. If the quantitative assessment of goodwill impairment fails, an impairment loss equal to the amount that a reporting unit's carrying value exceeds its fair value will be recognized.
During the fourth quarter of Fiscal 2026, we completed our annual goodwill impairment testing. We elected to rely on a qualitative assessment for the Newmar and Lithionics reporting units, and performed a quantitative analysis for the Grand Design and Barletta reporting units. As of August 29, 2026, the goodwill balances for the Grand Design, Newmar, Barletta, and Lithionics reporting units were $243.5 million, $73.1 million, $136.1 million, and $30.3 million, respectively. No 30.3 million impairment charge, which represented the full goodwill balance attributable to the reporting unit. For further information regarding the Fiscal 2024 impairment charge, refer to Note 6 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K.
Trade names
During the fourth quarter of Fiscal 2026, we completed the annual impairment testing for indefinite-lived intangible assets. We elected to rely on a qualitative assessment for the Newmar trade name, and performed a quantitative analysis for the Chris-Craft, Grand Design, and Barletta trade names. No
44
Long-Lived Assets
Long-lived assets, which include property, plant and equipment, finite-lived intangible assets subject to amortization, and right-of-use assets are assessed for impairment whenever events or changes in circumstances such as asset utilization, physical change, legal factors or other matters indicate the carrying value of those assets may not be recoverable from future undiscounted cash flows. The impairment test involves comparing the carrying amount of the asset to the forecasted undiscounted future cash flows generated by that asset. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. In the event the carrying amount of the asset exceeds the undiscounted future cash flows generated by that asset and the carrying amount is not considered recoverable, an impairment exists. An impairment loss is measured as the excess of the asset’s carrying amount over its fair value and is recognized in the statement of income in the period that the impairment occurs. The reasonableness of the useful lives of the asset and other long-lived assets is regularly evaluated.
Self-Insurance
Generally, we self-insure a portion of health insurance, product liability claims, and workers' compensation. We maintain insurance programs subject to applicable deductibles or retentions. Under these plans, liabilities are recognized for claims incurred, including those incurred but not reported. We use third-party administrators and actuaries who use historical claims experience and various state statutes to assist in the determination of the accrued liability balance. We review the valuations provided by the third-party administrators and actuaries to determine the adequacy of the reserves. Any material change in the aforementioned factors could have an adverse impact on operating results. Balances are included within self-insurance (accrued expenses) on the Consolidated Balance Sheets.
Income Taxes
Legal
Litigation expense, including estimated defense costs, is recorded when probable and reasonably estimable.
Revenue Recognition
Our primary source of revenue is generated through the sale of non-motorized towable RV units, motorhome RV units, and marine units to our independent dealer network (customers). Unit revenue is recognized at a point-in-time when the performance obligation is satisfied and control of the promised goods or services is transferred to the customer, which occurs when the unit is shipped to or picked-up from the manufacturing facilities by the customer. Control refers to the ability of the customer to direct the use of, and obtain substantially all of, the remaining benefits from the goods or services. We recognize revenue based on an amount that reflects the transaction price consideration that we expect to receive in exchange for those goods or services. Our transaction price consideration is fixed, unless otherwise disclosed as variable consideration. The amount of consideration received and recorded to revenue can vary with changes in marketing incentives and discounts offered to customers. These marketing incentives and discounts are considered variable consideration. We adjust the estimate of revenue at the earlier of when the most likely amount of consideration expected to be received changes or when the consideration becomes fixed. Our payment terms are typically before or on delivery, and do not include a significant financing component.
Net revenue includes shipping and handling charges billed directly to customers, and we also generate income through the sale of certain parts and services, acting as the principal in these arrangements. We have made an accounting policy election to account for any shipping and handling costs that occur after the transfer of control as a fulfillment cost that is accrued when control is transferred. We also have made an accounting policy election to exclude from revenue sales and usage-based taxes collected.
Our contracts include some incidental items that are immaterial in the context of the contract. We have made an accounting policy election to not assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer. Warranty obligations associated with the sale of a unit are assurance-type warranties that are a guarantee of the unit’s intended functionality and, therefore, do not represent a distinct performance obligation within the context of the contract. Contract costs incurred related to the sale of manufactured units are expensed at the point-in-time when the related revenue is recognized.
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The revenue standard requirements are applied to a portfolio of contracts (or performance obligations) with similar characteristics for transactions where it is expected that the effects on the financial statements of applying the revenue recognition guidance to the portfolio would not differ materially from applying this guidance to the individual contracts (or performance obligations) within that portfolio.
Refer to Note 12 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K for additional information.
Advertising
Advertising costs, which consist primarily of trade shows and online content, were $16.8 million, $20.9 million, and $21.9 million in Fiscal 2026, 2025, and 2024, respectively. Advertising costs are included in selling, general, and administrative expenses and are expensed as incurred on the Consolidated Statements of Income.
Comprehensive Income
Subsequent Events
In preparing the accompanying consolidated financial statements, we have evaluated subsequent events for potential recognition and disclosure through the date of this filing noting no material subsequent events.
Recently Adopted Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires expanded disclosures primarily related to the effective tax rate reconciliation and income taxes paid. The new guidance is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted. We adopted the new standard and applied the amendments retrospectively to all prior periods presented in our consolidated financial statements beginning with our annual reporting for the fiscal year ended August 29, 2026 and filings hereafter. Adoption of the new standard did not have a material impact on our consolidated results of operations, financial position or cash flows. The incremental disclosures required under the standard appear in Note 14 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K.
Recently Issued Accounting Pronouncements
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which removes all references to software development project stages and requires entities to start capitalizing software costs when both of the following occur: (i) management has authorized and committed to funding the software project; and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. The new guidance is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual periods. We are currently evaluating the impact of the standard on our consolidated financial statements and related disclosures. We will adopt the standard in our Quarterly Report on Form 10-Q in the first quarter of our fiscal year beginning August 27, 2028 and filings thereafter.
In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which clarifies the assessment of whether certain settlements of convertible debt instruments should be accounted for as an inducement conversion or extinguishment of convertible debt. The new guidance is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual periods. We are currently evaluating the impact of the standard on our consolidated financial statements and related disclosures. We will adopt the standard in our Quarterly Report on Form 10-Q in the first quarter of our fiscal year beginning August 30, 2026 and filings thereafter.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation Of Income Statement Expenses, which requires disclosure of additional disaggregated information about significant expenses within relevant income statement captions, such as purchases of inventory, employee compensation, depreciation, amortization and depletion. The new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. We are currently evaluating the impact of the standard on our consolidated financial statements and related disclosures. We will adopt the standard in our Annual Report on Form 10-K for our fiscal year ending August 26, 2028 and filings thereafter.
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Note 2. Business Segments
We have nine operating segments: 1) Grand Design towables, 2) Winnebago towables, 3) Winnebago motorhomes, 4) Newmar motorhomes, 5) Grand Design motorhomes, 6) Chris-Craft marine, 7) Barletta marine, 8) Winnebago specialty vehicles, and 9) Lithionics. Financial performance is evaluated based on each operating segment's operating income, as defined below.
Our three reportable segments are: Towable RV (an aggregation of the Grand Design towables and the Winnebago towables operating segments), Motorhome RV (an aggregation of the Winnebago motorhomes, Newmar motorhomes, and Grand Design motorhomes operating segments), and Marine (an aggregation of the Chris-Craft marine and Barletta marine operating segments). Towable RV is comprised of non-motorized RV products that are generally towed by another vehicle, along with other related manufactured products and services. Motorhome RV is comprised of products that include a motorhome chassis, along with other related manufactured products and services. Marine is comprised of products that include boats, along with other related manufactured products and services.
The Corporate / All Other category includes the Winnebago specialty vehicles and Lithionics operating segments as well as certain corporate administration expenses, such as corporate leadership and administration costs. None of these operating segments have ever met any of the quantitative thresholds for determining reportable segments.
Our Chief Executive Officer, the CODM, regularly reviews consolidated financial results in their entirety and operating segment financial information through operating income and has ultimate responsibility for enterprise decisions. Our CODM is responsible for allocating resources and assessing the performance of the consolidated enterprise and operating segments by reviewing budget to actual comparisons within the financial package regularly provided to them. Each operating segment is allocated resources, and segment management is responsible for operating decisions and assessing performance within their respective operating segment. Capital is allocated to each operating segment by the CODM based on factors such as business size, operating segment performance (measured by operating income), strategic initiatives of both the operating segment and the enterprise, and the total available capital of the consolidated enterprise. The accounting policies of all reportable segments are the same as those described in Note 1 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K.
We monitor and evaluate the operating performance of our reportable segments based on operating income. Operating income is defined as net revenues less cost of goods sold (“COGS”) and selling, general, and administrative expenses (“SG&A”).
Identifiable assets of the reportable segments exclude general corporate assets, which principally consist of cash and cash equivalents and certain deferred tax balances. The general corporate assets are included in the Corporate / All Other category.
Net sales and significant expense categories included in operating income by reportable segment as well as a reconciliation to consolidated income before income taxes are as follows:
| Fiscal 2026 | |||||||||||||||||||||||||||||||||||
| (in millions) | Towable RV | Motorhome RV | Marine | Segment Total | Corporate / all other | Consolidated | |||||||||||||||||||||||||||||
Net revenues(1) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Cost of goods sold | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
Selling, general, and administrative expenses(2) | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Reconciliation to income before income taxes: | |||||||||||||||||||||||||||||||||||
| Interest expense, net | ( | ||||||||||||||||||||||||||||||||||
| Loss on note repurchase | ( | ||||||||||||||||||||||||||||||||||
| Non-operating loss | ( | ||||||||||||||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||||||||||||||
(1) See Note 12 in the Notes to Consolidated Financial Statements for more information on segment revenues.
(2) Includes compensation for non-production employees, selling and marketing expenses, depreciation and amortization on non-production assets, professional services, and other miscellaneous expenses.
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| Fiscal 2025 | |||||||||||||||||||||||||||||||||||
| (in millions) | Towable RV | Motorhome RV | Marine | Segment Total | Corporate / all other | Consolidated | |||||||||||||||||||||||||||||
Net revenues(1) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Cost of goods sold | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
Selling, general, and administrative expenses(2) | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Reconciliation to income before income taxes: | |||||||||||||||||||||||||||||||||||
| Interest expense, net | ( | ||||||||||||||||||||||||||||||||||
| Loss on note repurchase | ( | ||||||||||||||||||||||||||||||||||
| Non-operating income | |||||||||||||||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||||||||||||||
(1) See Note 12 in the Notes to Consolidated Financial Statements for more information on segment revenues.
(2) Includes compensation for non-production employees, selling and marketing expenses, depreciation and amortization on non-production assets, professional services, and other miscellaneous expenses.
| Fiscal 2024 | |||||||||||||||||||||||||||||||||||
| (in millions) | Towable RV | Motorhome RV | Marine | Segment Total | Corporate / all other | Consolidated | |||||||||||||||||||||||||||||
Net revenues(1) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Cost of goods sold | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
Selling, general, and administrative expenses(2) | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Goodwill Impairment | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Reconciliation to income before income taxes: | |||||||||||||||||||||||||||||||||||
| Interest expense, net | ( | ||||||||||||||||||||||||||||||||||
| Loss on note repurchase | ( | ||||||||||||||||||||||||||||||||||
| Non-operating loss | ( | ||||||||||||||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||||||||||||||
(1) See Note 12 in the Notes to Consolidated Financial Statements for more information on segment revenues.
(2) Includes compensation for non-production employees, selling and marketing expenses, depreciation and amortization on non-production assets, professional services, and other miscellaneous expenses.
Other financial information by reportable segment and corporate/all other is as follows:
| Fiscal 2026 | |||||||||||||||||||||||||||||||||||
| (in millions) | Towable RV | Motorhome RV | Marine | Segment Total | Corporate / All Other | Consolidated | |||||||||||||||||||||||||||||
| Capital expenditures | $ | ||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Fiscal 2025 | |||||||||||||||||||||||||||||||||||
| (in millions) | Towable RV | Motorhome RV | Marine | Segment Total | Corporate / All Other | Consolidated | |||||||||||||||||||||||||||||
| Capital expenditures | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Fiscal 2024 | |||||||||||||||||||||||||||||||||||
| (in millions) | Towable RV | Motorhome RV | Marine | Segment Total | Corporate / All Other | Consolidated | |||||||||||||||||||||||||||||
| Capital expenditures | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
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| (in millions) | August 29, 2026 | August 30, 2025 | |||||||||
| Assets | |||||||||||
| Towable RV | $ | $ | |||||||||
| Motorhome RV | |||||||||||
| Marine | |||||||||||
| Segment Total | |||||||||||
| Corporate / All Other | |||||||||||
| Consolidated | $ | $ | |||||||||
Net revenues by geography are as follows:
| (in millions) | 2026 | 2025 | 2024 | ||||||||||||||
| United States | $ | $ | $ | ||||||||||||||
International(1) | |||||||||||||||||
| Net revenues | $ | $ | $ | ||||||||||||||
(1) Includes revenues from dealer locations outside of the United States.
Note 3. Investments and Fair Value Measurements
Assets and Liabilities that are Measured at Fair Value on a Recurring Basis
In determining the fair value of financial assets and liabilities, we utilize market data or other assumptions that we believe market participants would use in pricing the asset or liability in the principal or most advantageous market and adjust for non-performance and/or other risks associated with us as well as counterparties, as appropriate. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation as of the measurement date:
Level 1 — Unadjusted quoted prices which are available in active markets for identical assets or liabilities accessible at the measurement date.
Level 2 — Inputs other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3 — Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.
Assets and Liabilities that are Measured at Fair Value on a Recurring Basis
Financial assets and liabilities measured at fair value on a recurring basis are as follows:
| Fair Value at | Fair Value Hierarchy | ||||||||||||||||||||||
| (in millions) | August 29, 2026 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
| Assets that fund deferred compensation: | |||||||||||||||||||||||
| Domestic equity funds | $ | $ | $ | $ | |||||||||||||||||||
| International equity funds | |||||||||||||||||||||||
| Total assets at fair value | $ | $ | $ | $ | |||||||||||||||||||
| Fair Value at | Fair Value Hierarchy | ||||||||||||||||||||||
| (in millions) | August 30, 2025 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
| Assets that fund deferred compensation: | |||||||||||||||||||||||
| Domestic equity funds | $ | $ | $ | $ | |||||||||||||||||||
| International equity funds | |||||||||||||||||||||||
| Total assets at fair value | $ | $ | $ | $ | |||||||||||||||||||
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Assets that Fund Deferred Compensation
Our assets that fund deferred compensation are marketable equity securities measured at fair value using quoted market prices and primarily consist of equity-based mutual funds. These securities, used to fund the Executive Deferred Compensation Plan, are classified as Level 1 as they are traded in an active market for which closing stock prices are readily available. Refer to Note 10 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K for additional information regarding this plan.
The proportion of the assets that will fund the deferred compensation payments within a year are included in prepaid expenses and other current assets on the Consolidated Balance Sheets. The remaining assets are classified as non-current and are included in other long-term assets on the Consolidated Balance Sheets.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Assets and Liabilities Not Measured at Fair Value
Certain financial instruments are not measured at fair value but are recorded at carrying amounts approximating fair value based on their short-term nature. These financial instruments include cash and cash equivalents, receivables, accounts payable, and other payables. If these instruments were measured at fair value in the financial statements, they would be classified as Level 1 in the fair value hierarchy.
Note 4. Inventories
Inventories consist of the following:
| (in millions) | August 29, 2026 | August 30, 2025 | |||||||||
| Finished goods | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Raw materials | |||||||||||
| Total | |||||||||||
| Less: Excess of FIFO over LIFO cost | |||||||||||
| Inventories, net | $ | $ | |||||||||
Inventory valuation methods consist of the following:
| (in millions) | August 29, 2026 | August 30, 2025 | |||||||||
| LIFO basis | $ | $ | |||||||||
| FIFO basis | |||||||||||
| Total | $ | $ | |||||||||
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Note 5. Property, Plant, and Equipment
Property, plant, and equipment is stated at cost, net of accumulated depreciation, and consists of the following:
| (in millions) | August 29, 2026 | August 30, 2025 | |||||||||
| Land | $ | $ | |||||||||
| Buildings and building improvements | |||||||||||
| Machinery and equipment | |||||||||||
| Software | |||||||||||
| Transportation | |||||||||||
| Construction in progress | |||||||||||
| Property, plant, and equipment, gross | |||||||||||
| Less: Accumulated depreciation | |||||||||||
| Property, plant, and equipment, net | $ | $ | |||||||||
Depreciation expense was $38.3 million, $38.5 million, and $35.6 million for Fiscal 2026, 2025, and 2024, respectively.
Note 6. Goodwill and Intangible Assets
Goodwill and indefinite-lived intangible assets are reviewed for impairment at least annually during the fourth quarter and more frequently if events or changes in circumstances indicate an impairment may have occurred prior to the annual assessment. No 29.3 million carrying value by less than 10%. A sustained decline in revenues, or other adverse changes in macroeconomic or industry conditions could result in an impairment charge in a future reporting period. During our Fiscal 2024 impairment assessment, we recognized a $30.3 million impairment charge within the marine segment equal to the full carrying value of goodwill associated with the Chris-Craft reporting unit. The amount of accumulated impairments to goodwill as of August 29, 2026 and August 30, 2025 was $30.3
The valuation used to test goodwill for impairment is dependent upon a number of significant estimates and assumptions, including macroeconomic conditions, growth rates, competitive activities, cost containment, margin expansion and our business plans. We believe these estimates and assumptions are reasonable. However, future changes in the judgments, assumptions and estimates that are used in our goodwill impairment analysis, including discount and tax rates or future cash flow projections, could result in significantly different estimates of the fair values.
The carrying value of goodwill by reportable segment as of August 29, 2026 and August 30, 2025 are as follows:
| (in millions) | Towable RV | Motorhome RV | Marine | Corporate / All Other | Total | ||||||||||||||||||||||||
| Goodwill | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
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Other intangible assets, net of accumulated amortization, consist of the following:
| August 29, 2026 | |||||||||||||||||
| (in millions) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Value | ||||||||||||||
| Indefinite-lived trade names | $ | $ | — | $ | |||||||||||||
| Finite-lived trade name | |||||||||||||||||
| Dealer networks/customer relationships | |||||||||||||||||
| Backlog | |||||||||||||||||
| Developed technology | |||||||||||||||||
| Non-compete agreements | |||||||||||||||||
| Other intangible assets | $ | $ | $ | ||||||||||||||
| August 30, 2025 | |||||||||||||||||
| (in millions) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Value | ||||||||||||||
| Indefinite-lived trade names | $ | $ | — | $ | |||||||||||||
| Finite-lived trade name | |||||||||||||||||
| Dealer networks/customer relationships | |||||||||||||||||
| Backlog | |||||||||||||||||
| Developed technology | |||||||||||||||||
| Non-compete agreements | |||||||||||||||||
| Other intangible assets | $ | $ | $ | ||||||||||||||
The weighted average remaining amortization period for finite-lived intangible assets as of August 29, 2026 was approximately four years .
Estimated future amortization expense related to finite-lived intangible assets is as follows:
| (in millions) | Amortization | ||||
| Fiscal 2027 | $ | ||||
| Fiscal 2028 | |||||
| Fiscal 2029 | |||||
| Fiscal 2030 | |||||
| Fiscal 2031 | |||||
| Thereafter | |||||
| Total amortization expense remaining | $ | ||||
Note 7. Product Warranties
We provide certain service and warranty on our products. From time to time, we also voluntarily incur costs for certain warranty-type expenses occurring after the normal warranty period expires to help protect the reputation of our products and maintain the goodwill of our customers. Estimated costs related to product warranty are accrued at the time of sale and are based upon historical warranty and service claims experience. Adjustments are made to accruals as claim data and cost experience becomes available.
In addition to the costs associated with the contractual warranty coverage provided on products, we also occasionally incur costs as a result of additional service actions not covered by warranties, including product recalls and customer satisfaction actions. Although we estimate and reserve for the cost of these service actions when probable and estimable, there can be no assurance that expense levels will remain at current levels or such reserves will continue to be adequate.
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Changes in the product warranty liability are as follows:
| (in millions) | 2026 | 2025 | 2024 | ||||||||||||||
| Balance at beginning of year | $ | $ | $ | ||||||||||||||
| Provision | |||||||||||||||||
| Claims paid | ( | ( | ( | ||||||||||||||
| Balance at end of year | $ | $ | $ | ||||||||||||||
Note 8. Debt
The following table summarizes our outstanding debt:
| (in millions) | August 29, 2026 | August 30, 2025 | |||||||||
| ABL Credit Facility | $ | $ | |||||||||
| Senior Secured Notes | |||||||||||
| 2030 Convertible Notes | |||||||||||
| Total debt, gross | |||||||||||
| Unamortized debt issuance cost, net | ( | ( | |||||||||
| Long-term debt, net | $ | $ | |||||||||
Credit Agreements
On August 20, 2026, we amended and restated in its entirety our existing asset-based revolving credit facility evidenced by that certain Second Amended and Restated Credit Agreement ("Existing ABL Credit Facility") dated as of July 15, 2022 with a new asset based revolving credit facility evidenced by a Third Amended and Restated Credit Agreement dated as of August 20, 2026 ("ABL Credit Facility") to among other things, extend the maturity date applicable under the Existing ABL Credit Facility from July 15, 2027 to August 20, 2031 (subject to certain factors which may accelerate the maturity date). The $350.0 million credit facility is on a revolving basis, subject to availability under a borrowing base consisting of eligible accounts receivable and eligible inventory. The ABL Credit Facility is available for issuance of letters of credit to a specified limit of $35.0 million. We pay a commitment fee of 0.25 % based on the average daily amount of the facility available, but unused during the most recent quarter. We can elect to base the interest rate on various rates plus specific spreads depending on the borrowing amount outstanding. If drawn, interest on ABL Credit Facility borrowings is at a floating rate based upon our election, either term SOFR or REVSOFR30 (as defined in the ABL Credit Facility agreement), plus an applicable spread between 1.25 % and 1.75 %, depending on the availability of the facility during the most recent quarter. Based on current availability, we would pay an applicable spread of 1.25 %. In connection with the amendment, we capitalized $2.2 million of issuance costs that are being amortized over the five-year term of the ABL Credit Facility.
Senior Secured Notes
On July 8, 2020, we closed our private offering (the “Senior Secured Notes Offering”) of $300.0 million aggregate principal amount of 6.25 % Senior Secured Notes due 2028 (the “Senior Secured Notes”). The Senior Secured Notes were issued in accordance with an Indenture dated as of July 8, 2020 (the “Indenture”). The Senior Secured Notes will mature on July 15, 2028 unless earlier redeemed or repurchased. Interest on the Senior Secured Notes accrues starting July 8, 2020 and is payable semi-annually in arrears on January 15 and July 15 of each year, which began on January 15, 2021. The Senior Secured Notes and the related guarantees are secured by (i) a first-priority lien on substantially all of our existing and future assets (other than certain collateral under the ABL Credit Facility) and (ii) a second-priority lien on our present and future receivables, inventory and other related assets and proceeds that secure the ABL Credit Facility on a first-priority basis.
The Indenture limits certain of our abilities (subject to certain exceptions and qualifications) to incur additional debt and provide additional guarantees; make restricted payments; create or permit certain liens; make certain asset sales; use the proceeds from the sale of assets and subsidiary stock; create or permit restrictions on the ability of our restricted subsidiaries to pay dividends or make other inter-company distributions; engage in certain transactions with affiliates; designate subsidiaries as unrestricted subsidiaries; and consolidate, merge or transfer all or substantially all of our assets and the assets of our restricted subsidiaries.
Debt issuance costs incurred and capitalized are amortized on a straight-line basis over the term of the associated debt agreement. If early principal payments are made on the Senior Secured Notes, a proportional amount of the unamortized debt issuance costs is expensed. As part of the Senior Secured Notes Offering, we capitalized $7.5 million in debt issuance costs that are being amortized over the eight-year term of the agreement.
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On February 3, 2025, we commenced a tender offer to purchase for cash up to $75.0 million aggregate principal amount of the Senior Secured Notes (the "Tender Offer"). On February 18, 2025, we amended the Tender Offer by increasing the maximum aggregate principal amount of Notes to $100.0 million. On February 20, 2025, $100.0 million aggregate principal amount of the Senior Secured Notes were validly tendered and accepted. In connection with the Senior Secured Notes Tender Offer, we recorded a loss on note repurchase of $2.0 million in the accompanying Consolidated Statements of Income during the second quarter of Fiscal 2025. In addition, accrued interest of $0.6 million was paid in connection with the Tender Offer.
On February 20, 2026, we redeemed $100.0 million of the outstanding Senior Secured Notes at a redemption price of 100 % of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date, which brought the remaining principal amount outstanding to $100.0 million. In connection with the redemption of the Senior Secured Notes, we recorded a loss on note repurchase of $0.8 million in the accompanying Consolidated Statements of Income. In addition, accrued interest of $0.6 million was paid in connection with the redemption of the Senior Secured Notes.
2030 Convertible Notes
On January 23, 2024, we issued $350.0 million in aggregate principal amount of 3.25 % unsecured convertible senior notes due 2030 (the “2030 Convertible Notes”). The net proceeds from the issuance of the 2030 Convertible Notes, after deducting the initial purchasers' transaction fees and offering expenses payable by us, were approximately $339.8 million. The 2030 Convertible Notes bear interest at the annual rate of 3.25 %, payable on January 15 and July 15 of each year, beginning on July 15, 2024, and will mature on January 15, 2030, unless earlier repurchased, redeemed, or converted in accordance with their terms prior to such date.
The 2030 Convertible Notes may be converted at any time on or after July 15, 2029, until the close of business on the second scheduled trading day immediately preceding their maturity date. Upon conversion, we will settle the principal amount of the 2030 Convertible Notes in cash, and any conversion premium in excess of the principal amount in cash, or a combination of cash and shares of common stock, at our election.
The initial conversion rate of the 2030 Convertible Notes was 11.3724 shares of common stock per $1,000 principal amount of 2030 Convertible Notes, which is equal to an initial conversion price of approximately $87.93 per share. The conversion rate is subject to adjustment upon the occurrence of events specified in the Indenture to the 2030 Convertible Notes but will not be adjusted for accrued and unpaid interest on any 2030 Convertible Note being converted. In addition, upon the occurrence of a make-whole fundamental change (as defined in the Indenture to the 2030 Convertible Notes) during the make-whole fundamental change conversion period (as defined in the Indenture to the 2030 Convertible Notes), we will, in certain circumstances, increase the conversion rate by the number of additional shares described in the Indenture to the 2030 Convertible Notes for a holder that elects to convert such holder’s 2030 Convertible Notes in connection with such make-whole fundamental change. As of August 29, 2026, there have been no changes to the initial conversion rate.
Prior to the close of business on the business day immediately preceding July 15, 2029, the 2030 Convertible Notes will be convertible only under the following circumstances:
1.during any calendar quarter commencing after the calendar quarter ended on March 31, 2024 (and only during such calendar quarter), if the last reported sale price (as defined in the Indenture to the 2030 Convertible Notes) per share of the common stock is more than 130 % of the applicable conversion price (as defined in the Indenture to the 2030 Convertible Notes) on each applicable trading day for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;
2.during the five consecutive business day period immediately after any five consecutive trading day period (the "measurement period to the 2030 Convertible Notes") in which the trading price (as defined in the Indenture to the 2030 Convertible Notes) per $1,000 principal amount of 2030 Convertible Notes for each trading day of the measurement period to the 2030 Convertible Notes was less than 98 % of the product of the last reported sale price per share of the common stock and the conversion rate for the 2030 Convertible Notes on each such trading day;
3.upon the occurrence of certain specified corporate events set forth in the Indenture to the 2030 Convertible Notes; or
4.if we call such 2030 Convertible Notes for redemption (as described below).
The 2030 Convertible Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at our option at any time, and from time to time, on or after January 15, 2028 and on or before the 40 th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of our common stock exceeds 130 % of the conversion price for a specified period of time (as set forth in the Indenture to the 2030 Convertible Notes). The redemption price will be equal to the principal amount of the 2030 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
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On January 18, 2024 and January 19, 2024, in connection with the offering of the 2030 Convertible Notes, we entered into privately negotiated convertible note hedge transactions (collectively, the “2030 Hedge Transactions”) that cover, subject to customary anti-dilution adjustments, the number of shares of our common stock that initially underlie the 2030 Convertible Notes, and are expected generally to reduce the potential dilution and/or offset any cash payments we are required to make in excess of the principal amount due, as the case may be, upon conversion of the 2030 Convertible Notes in the event that the market price of our common stock is greater than the strike price of the 2030 Hedge Transactions, which was initially $87.93 per share (subject to adjustment under the terms of the 2030 Hedge Transactions), corresponding to the initial conversion price of the 2030 Convertible Notes.
On January 18, 2024 and January 19, 2024, we also entered into privately negotiated warrant transactions (collectively, the “2030 Warrant Transactions” and, together with the 2030 Hedge Transactions, the “2030 Call Spread Transactions”), whereby we sold warrants at a higher strike price relating to the same number of shares of our common stock that initially underlie the 2030 Convertible Notes, subject to customary anti-dilution adjustments. The initial strike price of the 2030 warrants is $135.28 per share (subject to adjustment under the terms of the 2030 Warrant Transactions), which is approximately 100 % above the last reported sale price of our common stock on January 18, 2024. The 2030 Warrant Transactions could have a dilutive effect to our stockholders to the extent that the market price per share of our common stock, as measured under the terms of the 2030 Warrant Transactions, exceeds the applicable strike price of the warrants.
The 2030 Hedge Transactions and the 2030 Warrant Transactions are separate transactions, and in each case, are not part of the terms of the 2030 Convertible Notes and will not affect any holder’s rights under the 2030 Convertible Notes. Holders of the 2030 Convertible Notes will not have any rights with respect to the 2030 Call Spread Transactions.
Accounting Treatment of the 2030 Convertible Notes and Related 2030 Hedge Transactions and 2030 Warrant Transactions
The 2030 Convertible Notes are accounted for as a single liability measured at amortized cost. Interest expense, representing the amortization of the $10.2 million of debt issuance costs as well as the contractual interest expense, are amortized using an effective interest rate of 3.8 % over the term of the 2030 Convertible Notes. We recorded $13.0
The net after-tax cost incurred in connection with the 2030 Call Spread Transactions was $20.6 million. These transactions are classified as equity and are not remeasured each reporting period.
Fair Value and Future Maturities
The fair value of outstanding debt obligations, gross is as follows:
| (in millions) | August 29, 2026 | August 30, 2025 | |||||||||
| ABL Credit Facility | $ | $ | |||||||||
| Senior Secured Notes | |||||||||||
| 2030 Convertible Notes | |||||||||||
| Total debt, gross | $ | $ | |||||||||
Aggregate contractual maturities of debt in future fiscal years are as follows:
| (in millions) | Amount | ||||
| Fiscal 2027 | $ | ||||
| Fiscal 2028 | |||||
| Fiscal 2029 | |||||
| Fiscal 2030 | |||||
| Fiscal 2031 | |||||
| Thereafter | |||||
| Total debt, gross | $ | ||||
We were in compliance with all of our financial debt covenants as of August 29, 2026.
55
Note 9. Leases
Our leases primarily include operating leases for equipment and real estate, including office space and manufacturing space. Financing leases are primarily for real estate and solar energy producing equipment. For any lease with an initial term in excess of 12 months, the related lease assets and liabilities are recognized on the Consolidated Balance Sheets as either operating or finance leases at the inception of an agreement when it is determined that a lease exists. We have lease agreements that contain both lease and non-lease components, and have elected to combine lease and non-lease components for all classes of assets. Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets. When the terms of multiple lease agreements are materially consistent, we have elected the portfolio approach for our asset and liability calculations.
Lease assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are recognized based on the present value of future payments over the lease term at commencement date. We generally use a collateralized incremental borrowing rate based on the information available at commencement date, including lease term, in determining the present value of future payments. The assumed lease terms generally do not include options to extend or terminate the lease unless it is reasonably certain that the option will be exercised.
Some of our real estate operating leases require payment of real estate taxes, common area maintenance, and insurance. In addition, some of the leases are subject to annual changes in the consumer price index ("CPI"). These components comprise the majority of our variable lease cost and are excluded from the present value of the lease obligations. Fixed payments may contain predetermined fixed rent escalations. For operating leases, we recognize the related rent expense on a straight-line basis from the commencement date to the end of the lease term.
The supplemental balance sheet information related to our leases is as follows:
| (in millions) | Classification | August 29, 2026 | August 30, 2025 | ||||||||
| Assets | |||||||||||
| Operating leases | Operating lease assets | $ | $ | ||||||||
| Finance leases | |||||||||||
| Total lease assets | $ | $ | |||||||||
| Liabilities | |||||||||||
| Current: Operating leases | $ | $ | |||||||||
| Current: Finance leases | |||||||||||
| Non-Current: Operating leases | Long-term operating lease liabilities | ||||||||||
| Non-Current: Finance leases | |||||||||||
| Total lease liabilities | $ | $ | |||||||||
Operating lease costs incurred are as follows:
(1) Operating lease expense includes short-term leases and variable lease payments, which are immaterial.
| (in millions) | Classification | 2026 | 2025 | 2024 | ||||||||||||||||
Operating lease expense(1) | Costs of goods sold and SG&A | $ | $ | $ | ||||||||||||||||
| Finance lease cost: | ||||||||||||||||||||
| Depreciation of lease assets | Costs of goods sold and SG&A | |||||||||||||||||||
| Interest on lease liabilities | Interest expense, net | |||||||||||||||||||
| Total lease cost | $ | $ | $ | |||||||||||||||||
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Our future lease commitments as of August 29, 2026 included the following related party and non-related party leases:
| Operating Leases | Financing Leases | |||||||||||||
| (in millions) | Related Party Amount(1,2) | Non-Related Party Amount | Total | Non-Related Party Amount | ||||||||||
| Fiscal 2027 | $ | $ | $ | $ | ||||||||||
| Fiscal 2028 | ||||||||||||||
| Fiscal 2029 | ||||||||||||||
| Fiscal 2030 | ||||||||||||||
| Fiscal 2031 | ||||||||||||||
| Thereafter | ||||||||||||||
| Total future undiscounted lease payments | ||||||||||||||
| Less: Interest | ||||||||||||||
| Total reported lease liabilities | $ | $ | $ | $ | ||||||||||
(1) Future lease commitments do not include annual escalators based on the CPI. In the event there are changes to CPI, lease liabilities are not remeasured and instead are treated as variable lease payments and recognized in the period in which the obligation for those payments is incurred.
Additional information related to our leases is as follows:
| 2026 | 2025 | 2024 | |||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||
| Operating cash flows from operating leases | $ | $ | $ | ||||||||
| Operating cash flows from financing leases | $ | $ | $ | ||||||||
| Financing cash flows from financing leases | $ | $ | $ | ||||||||
| Weighted average remaining lease term (in years): | |||||||||||
| Operating leases | |||||||||||
| Finance leases | |||||||||||
| Weighted average discount rate: | |||||||||||
| Operating leases | % | % | % | ||||||||
| Finance leases | % | % | % | ||||||||
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Note 10. Employee and Retiree Benefits
Deferred compensation benefits are as follows:
| (in millions) | August 29, 2026 | August 30, 2025 | |||||||||
| Non-qualified deferred compensation | $ | $ | |||||||||
| Supplemental executive retirement plan | |||||||||||
| Executive deferred compensation plan | |||||||||||
| Total deferred compensation benefits | |||||||||||
Less current portion(1) | |||||||||||
| Deferred compensation benefits, net of current portion | $ | $ | |||||||||
(1) Included in accrued compensation on the Consolidated Balance Sheets.
Deferred Compensation Benefits
Non-Qualified Deferred Compensation
We have a non-qualified deferred compensation program which permitted key employees to annually elect to defer a portion of their compensation until their retirement. The plan has been closed to any additional deferrals since January 2001. The retirement benefit to be provided is based upon the amount of compensation deferred and the age of the individual at the time of the contracted deferral. An individual generally vests at age 55 and 5 years of participation under the plan. For deferrals prior to December 1992, vesting occurs at the later of age 55 and 5 years of service from first deferral or 20 years of service. Deferred compensation expense was not
Supplemental Executive Retirement Plan ("SERP")
The primary purpose of this plan was to provide our officers and managers with supplemental retirement income for a period of 15 years after retirement. We have not offered this plan on a continuing basis to members of management since 1998. The plan was funded with individual whole life insurance policies (split dollar program) owned by the named insured officer or manager. We initially paid the life insurance premiums on the life of the individual, and the individual would receive life insurance and supplemental cash payments during the 15 years following retirement. In October 2008, the plan was amended as a result of changes in the tax and accounting regulations and rising administrative costs. Under the redesigned SERP, the underlying life insurance policies previously owned by the insured individual became company-owned life insurance ("COLI") by a release of all interests by the participant and assignment to Winnebago Industries as a prerequisite to participate in the SERP and transition from the Split Dollar Program. This program remains closed to new employee participation.
To assist in funding the deferred compensation and SERP liabilities, we have invested in COLI policies. The cash surrender value of these policies is presented in investment in life insurance in the Consolidated Balance Sheets and consists of the following:
| (in millions) | August 29, 2026 | August 30, 2025 | |||||||||
| Cash value | $ | $ | |||||||||
| Borrowings | ( | ( | |||||||||
| Investment in life insurance | $ | $ | |||||||||
Executive Deferred Compensation Plan
In December 2006, we adopted the Winnebago Industries, Inc. Executive Deferred Compensation Plan (the "Executive Deferred Compensation Plan"). Under the Executive Deferred Compensation Plan, corporate officers and certain key employees may annually choose to defer up to 50 % of their salary and up to 100 % of their cash incentive awards. The assets are presented as other long-term assets in the Consolidated Balance Sheets. Such assets for each period ended August 29, 2026 and August 30, 2025 was $2.0 million and $2.2 million, respectively.
Profit Sharing Plan
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Note 11. Contingent Liabilities and Commitments
Repurchase Commitments
Generally, manufacturers in the same industries as us enter into repurchase agreements with lending institutions which have provided wholesale floorplan financing to dealers. Most dealers are financed on a "floorplan" basis under which a bank or finance company lends the dealer all, or substantially all, of the purchase price, collateralized by a security interest in the units purchased.
Our repurchase agreements generally provide that, in the event of default by the dealer on the agreement to pay the lending institution, we will repurchase the financed merchandise. The terms of these agreements, which generally can last up to 24 months, provide that our liability will be the lesser of remaining principal owed by the dealer to the lending institution, or dealer invoice less periodic reductions based on the time since the date of the original invoice. Our liability cannot exceed 100 % of the dealer invoice. In certain instances, we also repurchase inventory from dealers due to state law or regulatory requirements that govern voluntary or involuntary relationship terminations. Although laws vary from state to state, some states have laws in place that require manufacturers of recreational vehicles or boats to repurchase current inventory if a dealership exits the business. The total contingent liability on all repurchase agreements was approximately $1,576.6 million and $1,640.0 million as of August 29, 2026 and August 30, 2025, respectively.
Our loss reserve for repurchase commitments contains uncertainties because the calculation requires management to make assumptions and apply judgment regarding a number of factors. Our risk of loss related to these repurchase commitments is significantly reduced by the potential resale value of any products that are subject to repurchase and is spread over numerous dealers and lenders. The aggregate contingent liability related to our repurchase agreements represents all financed dealer inventory at the period-end reporting date subject to a repurchase agreement, net of the greater of periodic reductions per the agreement or dealer principal payments. Based on these repurchase agreements and our historical loss experience, an associated loss reserve is established which is included in other current liabilities on the Consolidated Balance Sheets. Our repurchase accrual was $1.3 million and $1.6 million as of August 29, 2026 and August 30, 2025, respectively. Repurchase risk is affected by the credit worthiness of our dealer network. We do not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions used to establish the loss reserve for repurchase commitments.
There was no material activity related to repurchase agreements during Fiscal 2026, 2025, and 2024.
Litigation
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Note 12. Revenue Recognition
All operating revenue is generated from contracts with customers. Our primary revenue source is generated through the sale of manufactured towable RV units, motorhome RV units and marine units to our independent dealer network (our customers). The following table disaggregates revenue by reportable segment and product category:
| (in millions) | 2026 | 2025 | 2024 | ||||||||||||||||||||
| Net Revenues | |||||||||||||||||||||||
| Towable RV: | |||||||||||||||||||||||
| Fifth Wheel | $ | $ | $ | ||||||||||||||||||||
| Travel Trailer | |||||||||||||||||||||||
Other(1) | |||||||||||||||||||||||
| Total Towable RV | |||||||||||||||||||||||
| Motorhome RV: | |||||||||||||||||||||||
| Class A | |||||||||||||||||||||||
| Class B | |||||||||||||||||||||||
Class C and Other(1) | |||||||||||||||||||||||
| Total Motorhome RV | |||||||||||||||||||||||
| Marine | |||||||||||||||||||||||
Corporate / All Other(2) | |||||||||||||||||||||||
| Consolidated | $ | $ | $ | ||||||||||||||||||||
(1) Relates to parts, accessories, and services.
(2) Relates to units, parts, accessories, and services associated with Winnebago specialty vehicles. In addition, this activity includes Lithionics battery sales, including the related systems and accessories, that are sold directly to external customers.
We do not have material contract assets or liabilities. Allowances for uncollectible receivables are established based on historical collection trends, write-off history, consideration of current conditions and expectations for future economic conditions.
Concentration of Risk
No single dealer organization accounted for more than 10% of net revenues for Fiscal 2026, 2025, and 2024.
Note 13. Stock-Based Compensation Plans
On December 11, 2018 our shareholders approved the 2019 Omnibus Incentive Plan. The 2019 Omnibus Incentive Plan was most recently amended and restated effective December 16, 2025 ("Restated Plan"). The Restated Plan continues to allow us to grant or issue stock options, restricted share awards, restricted stock unit awards, and other equity awards to key employees and to non-employee directors. The Restated Plan increased the number of shares of our common stock that may be awarded and issued under the Restated Plan by 820,000 . As of August 29, 2026, 2.7 million shares remain available for future issuance, which will be increased by the number of shares subject to any outstanding awards under the Restated Plan or the 2014 Omnibus Equity, Performance Award, and Incentive Compensation Plan (“2014 Plan”) that expire or are forfeited or canceled. Full value awards granted under the Restated Plan will count as two shares against the share reserve. Outstanding Awards under the 2014 Plan will continue to be subject to the terms of the 2014 Plan, as applicable. Shares remaining available for future awards under the 2014 Plan were not carried over into the Restated Plan.
Our outstanding options have a 10 -year term. Options issued to employees generally vest over a three-year period in equal annual installments on the annual anniversary dates following the grant date. Share awards generally vest based either upon continued employment ("time-based") or upon attainment of specified goals. Outstanding share awards that are not time-based vest at the end of a three-year incentive period based upon the achievement of company performance goals ("performance-based"). Generally, time-based share awards vest in the same manner as options, except for time-based share awards to directors, which vest one year from the grant date.
Dividend equivalents are granted in connection with restricted stock unit awards, which accrue on the same basis as dividends payable on the shares of our common stock during the vesting period. No dividend equivalents are paid on any restricted stock units that are forfeited prior to the vesting date.
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Our Employee Stock Purchase Plan ("ESPP") permits employees to purchase our common stock at a 15 % discount from the lesser of the market price on the first day of semi-annual purchase periods and the market price on the last day of such purchase periods. In Fiscal 2026 and 2025, approximately 85,000 shares and 75,000 shares, respectively, were purchased through the ESPP. Plan participants had accumulated $0.4 million and $0.5 million for periods ended August 29, 2026 and August 30, 2025, respectively, to purchase our common stock pursuant to this plan. As of August 29, 2026, a total of 750,000 shares were authorized for issuance and approximately 394,000 shares remain available for future issuance under the ESPP.
Compensation expense associated with share-based awards is recognized over the requisite service or performance period of the award, unless accelerated by certain retirement eligibility provisions. Forfeitures are recorded when they occur. Total stock-based compensation expense for the past three fiscal years consisted of the following components:
| (in millions) | 2026 | 2025 | 2024 | ||||||||||||||
| Share awards: | |||||||||||||||||
| Time-based | $ | $ | $ | ||||||||||||||
| Performance-based | |||||||||||||||||
| Stock options | |||||||||||||||||
Other(1) | |||||||||||||||||
| Total stock-based compensation expense | $ | $ | $ | ||||||||||||||
(1) Includes stock-based compensation expense related to Board of Directors stock award expense and ESPP expense. Directors may elect to defer all or part of their annual retainer into a deferred compensation plan. The plan allows them to defer into either money units or stock units.
Restricted Stock Units - Time-Based
The fair value of time-based restricted stock units is determined based on the closing market price of our stock on the date of grant. A summary of the status of nonvested time-based restricted stock units at August 29, 2026, and changes during Fiscal 2026, is as follows:
Shares(1) | Weighted Average Fair Value | ||||||||||
| Outstanding at August 30, 2025 | $ | ||||||||||
| Granted | $ | ||||||||||
| Vested | ( | $ | |||||||||
| Forfeited/canceled | ( | $ | |||||||||
| Outstanding at August 29, 2026 | $ | ||||||||||
(1) Number of shares in the above table are shown in whole numbers.
As of August 29, 2026, there was $7.7 million of unrecognized compensation expense related to nonvested time-based restricted stock units that are expected to be recognized over a weighted average period of 0.9 years. The total fair value of restricted stock units vested during Fiscal 2026, 2025, and 2024 was $5.3 million, $10.6 million, and $8.4 million, respectively.
Restricted Stock Units - Performance-Based
The fair value of performance-based restricted stock units is determined based on the closing market price of our stock on the date of grant. A summary of the status of our nonvested performance-based restricted stock units at August 29, 2026, and changes during Fiscal 2026, is as follows:
Shares(1) | Weighted Average Fair Value | ||||||||||
| Outstanding at August 30, 2025 | $ | ||||||||||
| Granted | $ | ||||||||||
| Vested | $ | ||||||||||
| Forfeited/canceled | ( | $ | |||||||||
| Outstanding at August 29, 2026 | $ | ||||||||||
(1) Number of shares in the above table are shown in whole numbers.
As of August 29, 2026, there was $2.1 million of unrecognized compensation expense related to nonvested performance-based restricted stock units that are expected to be recognized over a weighted average period of 1.3 years. There were no performance-based restricted stock units vested during Fiscal 2026. The total fair value of performance-based restricted stock units vested during Fiscal 2025 and 2024 was $1.4 million, and $4.5 million, respectively.
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Stock Options
A summary of stock option activity for Fiscal 2026 is as follows:
Stock Options(1) | Weighted Average Exercise Price Per Share | Weighted Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value | ||||||||||||||||||||
| Outstanding at August 30, 2025 | $ | ||||||||||||||||||||||
| Granted | $ | ||||||||||||||||||||||
| Exercised | ( | $ | |||||||||||||||||||||
| Forfeited/canceled | ( | $ | |||||||||||||||||||||
| Outstanding at August 29, 2026 | $ | $ | |||||||||||||||||||||
| Exercisable at August 29, 2026 | $ | $ | |||||||||||||||||||||
(1) Number of shares in the above table are shown in whole numbers.
As of August 29, 2026, there was $0.8 million of unrecognized compensation expense related to stock options that is expected to be recognized over a weighted average period of 0.9 years.
The fair value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:
Valuation Assumptions(1) | 2026 | 2025 | 2024 | ||||||||||||||
| Expected dividend yield | % | % | % | ||||||||||||||
Risk-free interest rate(2) | % | % | % | ||||||||||||||
Expected life of stock options (in years)(3) | |||||||||||||||||
Expected stock price volatility(4) | % | % | % | ||||||||||||||
| Weighted average fair value of options granted | $ | $ | $ | ||||||||||||||
(1) Forfeitures are recorded when they occur.
(2) Based on U.S. Treasury constant maturity interest rate whose term is consistent with the expected life of the stock options.
(3) Estimated based on historical experience.
(4) Based on historical experience over a term consistent with the expected life of the stock options.
Note 14. Income Taxes
Income tax expense consisted of the following:
| (in millions) | 2026 | 2025 | 2024 | ||||||||||||||
| Current | |||||||||||||||||
| Federal | $ | $ | ( | $ | |||||||||||||
| State | |||||||||||||||||
| Total | |||||||||||||||||
| Deferred | |||||||||||||||||
| Federal | |||||||||||||||||
| State | ( | ||||||||||||||||
| Total | |||||||||||||||||
| Income tax provision | $ | $ | $ | ||||||||||||||
As of August 29, 2026 and August 30, 2025, $4.0 million and $7.3 million of U.S. federal income taxes receivable was included in prepaid expenses and other current assets on the Consolidated Balance Sheets, respectively.
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The following table provides a reconciliation of the U.S. statutory income tax rate to our effective income tax rate:
| 2026 | 2025 | 2024 | ||||||||||||||||||||||||
| $ | % | $ | % | $ | % | |||||||||||||||||||||
State taxes, net of federal benefit (1)(2)(3) | % | ( | ( | % | % | |||||||||||||||||||||
| Effect of cross border tax laws | ||||||||||||||||||||||||||
| Foreign-derived intangible income | % | % | ( | ( | % | |||||||||||||||||||||
| Income tax credits | ||||||||||||||||||||||||||
| R&D tax credit | ( | ( | % | ( | ( | % | ( | ( | % | |||||||||||||||||
| FMLA tax credit | ( | ( | % | ( | ( | % | ( | ( | % | |||||||||||||||||
| Other income tax credits | ( | % | ( | % | ( | ( | % | |||||||||||||||||||
| Changes in valuation allowance | ( | ( | % | % | % | |||||||||||||||||||||
| Nontaxable or nondeductible items | ||||||||||||||||||||||||||
| Nondeductible executive compensation | % | % | % | |||||||||||||||||||||||
| Nontaxable life insurance income | ( | ( | % | ( | ( | % | ( | ( | % | |||||||||||||||||
| Nondeductible debt inducement | % | % | % | |||||||||||||||||||||||
| Nondeductible goodwill impairment | % | % | % | |||||||||||||||||||||||
| Changes in unrecognized tax benefits | ( | ( | % | ( | ( | % | ( | ( | % | |||||||||||||||||
| Other items | ( | % | % | % | ||||||||||||||||||||||
| Effective tax provision rate | $ | % | $ | % | $ | % | ||||||||||||||||||||
(1) State taxes in California, Florida, Tennessee, Alabama, Indiana, and Iowa made up the majority (greater than 50%) of the tax effect in this category in Fiscal 2026.
(2) State taxes in California, Iowa, and Indiana made up the majority (greater than 50%) of the tax effect in this category in Fiscal 2025.
(3) State taxes in Indiana, Florida, Texas, California, Iowa, and Tennessee made up the majority (greater than 50%) of the tax effect in this category in Fiscal 2024.
Our effective tax rate increased to 22.3 % in Fiscal 2026 compared to 14.5 % in Fiscal 2025. The increase was primarily driven by current year state tax adjustments, increased valuation allowances, and a reduced benefit from favorable items due to higher pre-tax income.
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The tax effects of temporary differences that give rise to deferred income taxes were as follows:
| (in millions) | August 29, 2026 | August 30, 2025 | |||||||||
| Warranty reserves | $ | $ | |||||||||
| Deferred compensation | |||||||||||
| Self-insurance reserve | |||||||||||
| Stock-based compensation | |||||||||||
| Leases | |||||||||||
| Convertible notes | |||||||||||
| Capitalized research and development costs | |||||||||||
| Credit carryforwards | |||||||||||
| NOL carryforwards | |||||||||||
| Interest limitation | |||||||||||
| Other | |||||||||||
| Valuation allowance | ( | ( | |||||||||
| Total deferred tax assets | |||||||||||
| Intangibles | |||||||||||
| Depreciation | |||||||||||
| Leases | |||||||||||
| Total deferred tax liabilities | |||||||||||
| Total deferred income tax liabilities, net | $ | $ | |||||||||
Changes in the unrecognized tax benefits are as follows:
| (in millions) | 2026 | 2025 | 2024 | ||||||||||||||
| Balance at beginning of year | $ | $ | $ | ||||||||||||||
| Gross decreases-tax positions in a prior year | ( | ( | ( | ||||||||||||||
| Gross increases-tax positions in a prior year | |||||||||||||||||
| Gross increases-current year tax positions | |||||||||||||||||
| Balance at end of year | |||||||||||||||||
| Accrued interest and penalties | |||||||||||||||||
| Total unrecognized tax benefits | $ | $ | $ | ||||||||||||||
If the remaining uncertain tax positions are ultimately resolved favorably, $3.9 million of unrecognized tax benefits would have a favorable impact on our effective tax rate. It is our policy to recognize interest and penalties accrued relative to unrecognized tax benefits in income tax expense.
We file a U.S. Federal tax return, as well as returns in various international and state jurisdictions. Although certain years are no longer subject to examination by the Internal Revenue Service ("IRS") and various state taxing authorities, net operating loss carryforwards generated in those years may still be adjusted upon examination by the IRS or state taxing authorities. As of August 29, 2026, our federal returns from Fiscal 2023 to present are subject to review by the IRS. With limited exception, state returns from Fiscal 2022 to present continue to be subject to review by state taxing jurisdictions. Several years may lapse before an uncertain tax position is audited and finally resolved and it is difficult to predict the outcome of such audits. We believe we have adequately reserved for our exposure to potential additional payments for uncertain tax positions in our liability for unrecognized tax benefits.
Income taxes paid, net, consisted of the following:
| 2026 | 2025 | 2024 | |||||||||||||||
| Federal | $ | $ | $ | ||||||||||||||
| State | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
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Income tax paid, net of refunds, exceeded 5% of total income taxes paid, net of refunds, in the following jurisdictions:
| (in millions) | 2026 | 2025 | 2024 | ||||||||||||||
| Alabama | $ | $ | * | ||||||||||||||
| California | * | ||||||||||||||||
| Florida | |||||||||||||||||
| Georgia | * | ||||||||||||||||
| Idaho | ( | * | * | ||||||||||||||
| Indiana | ( | * | * | ||||||||||||||
| Iowa | ( | ( | * | ||||||||||||||
| Louisiana | * | * | |||||||||||||||
| Maryland | * | * | |||||||||||||||
| Massachusetts | ( | * | * | ||||||||||||||
| Missouri | * | ||||||||||||||||
| New York | ( | * | * | ||||||||||||||
| North Carolina | * | ||||||||||||||||
| Pennsylvania | * | ||||||||||||||||
| South Carolina | * | ||||||||||||||||
| Tennessee | * | ||||||||||||||||
| Texas | |||||||||||||||||
| Wisconsin | ( | * | * | ||||||||||||||
*Jurisdiction below the threshold for the period presented.
Recent Tax Legislation
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, which included various provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act and restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in Fiscal 2025 and others implemented through Fiscal 2027.
During Fiscal 2026, none of the relevant provisions of the OBBBA had a significant impact on our consolidated financial statements. The OBBBA is not expected to have a material impact on our consolidated financial statements in future periods.
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Note 15. Earnings per Share
Basic and diluted earnings per share are calculated as follows:
| (in millions, except per share data) | 2026 | 2025 | 2024 | ||||||||||||||
| Earnings per share - basic | |||||||||||||||||
| Net income | $ | $ | $ | ||||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||
Basic earnings per common share(1) | $ | $ | $ | ||||||||||||||
| Earnings per share - diluted | |||||||||||||||||
| Net income | $ | $ | $ | ||||||||||||||
| Diluted net income | $ | $ | $ | ||||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||
| Dilutive impact of stock compensation awards | |||||||||||||||||
| Weighted average common shares outstanding, assuming dilution | |||||||||||||||||
| Anti-dilutive securities excluded from weighted average diluted common shares outstanding | |||||||||||||||||
Diluted earnings per common share(1) | $ | $ | $ | ||||||||||||||
(1) Earnings per share amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
The dilutive effect of stock compensation awards, if any, was determined using the treasury stock method while the dilutive impact of the 2025 Convertible Notes and the 2030 Convertible Notes was determined using the if-converted method. Under the treasury stock method, shares associated with certain anti-dilutive securities have been excluded from the diluted weighted average shares outstanding calculation because the exercise of those options would lead to a net reduction in common shares outstanding or anti-dilution. Under the if-converted method, the 2025 Convertible Notes are assumed to be converted into common stock at the beginning of the reporting period, as the 2025 Convertible Notes will be convertible into cash, shares of our common stock or a combination thereof, at our election. If dilutive, the resulting shares are included in the denominator of the calculation and interest charges, net of any income tax effects are added back to the numerator of the calculation. For the 2030 Convertible Notes, we are required to settle the principal amount in cash and any conversion premium in excess of the principal amount in cash, shares of common stock, or a combination of cash and shares of common stock, at our election. As such, the 2030 Convertible Notes only have an impact on diluted earnings per share when the average share price of our common stock exceeds the conversion price.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as of the end of the period covered by this Annual Report on Form 10-K (the "Evaluation Date"). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the Evaluation Date.
Evaluation of Internal Control Over Financial Reporting
Management's report on internal control over financial reporting as of August 29, 2026 is included within Item 8 of Part II in this Annual Report on Form 10-K and is incorporated herein by reference. The report of Deloitte & Touche LLP on the effectiveness of internal control over financial reporting is included within Item 8 of Part II in this Annual Report on Form 10-K and is incorporated herein by reference.
Changes in Internal Control Over Financial Reporting
There were no significant changes in internal control over financial reporting during the quarter ended August 29, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
During the three months ended August 29, 2026, no director or officer of the Company adopted terminated
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Reference is made to the table entitled "Information about our Executive Officers" in Part I of this Annual Report on Form 10-K and to the information included under the captions Corporate Governance, Proposal 1 – Election of Directors, Delinquent Section 16(a) Reports, and Insider Trading Policy; Anti-Hedging and Anti-Pledging Policy in our Proxy Statement for the Annual Meeting of Shareholders scheduled to be held December 15, 2026, which information is incorporated by reference herein.
We have adopted a written code of ethics, the "Code of Conduct", which is applicable to each of our employees, including our Chief Executive Officer and Chief Financial Officer (such two officers, collectively, the "Senior Officers"). In accordance with the rules and regulations of the SEC, a copy of the Code of Conduct is posted on our website at www.winnebagoind.com in the "Governance Documents" section under "Investors - Corporate Governance."
We intend to disclose any changes in or waivers from the Code of Conduct applicable to any Senior Officer on our website at www.winnebagoind.com or by filing a Form 8-K.
Item 11. Executive Compensation.
Reference is made to the information included under the captions Director Compensation, Compensation Discussion and Analysis, Compensation Tables and Narrative Disclosures, Estimated Change in Control or Termination Payments and Benefits at the End of Fiscal 2026, and CEO Pay Ratio Disclosure in our Proxy Statement for the Annual Meeting of Shareholders scheduled to be held December 15, 2026, which information is incorporated by reference herein.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.
Reference is made to the share ownership information and table entitled Security Ownership of Certain Beneficial Owners and Management and the information included under the caption Equity Compensation Plan Information included in our Proxy Statement for the Annual Meeting of Shareholders scheduled to be held December 15, 2026, which information is incorporated by reference herein.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Reference is made to the information included under the caption Corporate Governance in our Proxy Statement for the Annual Meeting of Shareholders scheduled to be held December 15, 2026, which information is incorporated by reference herein.
Item 14. Principal Accountant Fees and Services.
Information about fees and services billed to us by our principal accountant, Deloitte & Touche LLP (PCAOB ID No. 34 ) is included under the caption Independent Registered Public Accountant's Fees and Services in our Proxy Statement for the Annual Meeting of Shareholders scheduled to be held December 15, 2026, which information is incorporated by reference herein.
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PART IV
Item 15. Exhibits and Financial Statement Schedules.
1.The consolidated financial statements are set forth within Item 8 of Part II in this Annual Report on Form 10-K.
2.Financial Statement Schedules: Winnebago Industries, Inc. and Subsidiaries
All schedules are omitted because of the absence of the conditions under which they are required or because the information required is shown in the consolidated financial statements or the notes thereto.
3.Exhibit Index
| Exhibit No. | Incorporated by Reference | Filed Herewith | |||||||||||||||||||||||||||
| Exhibit Description | Form | Exhibit | Filing Date | ||||||||||||||||||||||||||
| 3.1 | 8-K | 3.1 | 01/05/2022 | ||||||||||||||||||||||||||
| 3.2 | 8-K | 3.2 | 08/17/2023 | ||||||||||||||||||||||||||
| 4.1 | 10-K | 4a | 10/19/2022 | ||||||||||||||||||||||||||
4.2 | 8-K | 4.1 | 07/09/2020 | ||||||||||||||||||||||||||
4.3 | 8-K | 4.2 | 07/09/2020 | ||||||||||||||||||||||||||
4.4 | 8-K | 4.1 | 01/23/2024 | ||||||||||||||||||||||||||
4.5 | 8-K | 4.2 | 01/23/2024 | ||||||||||||||||||||||||||
10.1 | 10-K | 10.BB | 10/25/2011 | ||||||||||||||||||||||||||
10.2 | 8-K | 10.1 | 12/06/2013 | ||||||||||||||||||||||||||
| 10.3 | DEF 14A | A | 11/04/2025 | ||||||||||||||||||||||||||
| 10.4 | DEF 14A | B | 11/04/2025 | ||||||||||||||||||||||||||
| 10.5 | 10-Q | 10.1 | 06/28/2013 | ||||||||||||||||||||||||||
| 10.6 | 10-K | 10.9 | 10/23/2024 | ||||||||||||||||||||||||||
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| Exhibit No. | Incorporated by Reference | Filed Herewith | |||||||||||||||||||||||||||
| Exhibit Description | Form | Exhibit | Filing Date | ||||||||||||||||||||||||||
| 10.7 | 10-K | 10.C | 11/22/1995 | ||||||||||||||||||||||||||
| 10.8 | 10-Q | 10.b | 12/20/2018 | ||||||||||||||||||||||||||
| 10.9 | 10-K | 10j | 10/19/2022 | ||||||||||||||||||||||||||
| 10.10 | 10-K | 10k | 10/19/2022 | ||||||||||||||||||||||||||
| 10.11 | 10-K | 10.11 | 10/18/2023 | ||||||||||||||||||||||||||
| 10.12 | 10-K | 10.15 | 10/23/2024 | ||||||||||||||||||||||||||
| 10.13 | 10-K | 10.14 | 10/22/2025 | ||||||||||||||||||||||||||
| 10.14 | 10-K | 10.14 | 10/18/2023 | ||||||||||||||||||||||||||
| 10.15 | 10-K | 10.19 | 10/23/2024 | ||||||||||||||||||||||||||
| 10.16 | 10-K | 10.18 | 10/22/2025 | ||||||||||||||||||||||||||
| 10.17 | 10-K | 10.24 | 10/23/2024 | ||||||||||||||||||||||||||
| 10.18 | 10-Q | 10.f | 12/20/2018 | ||||||||||||||||||||||||||
| 10.19 | 10-K | 10.22 | 10/22/2025 | ||||||||||||||||||||||||||
| 10.20 | X | ||||||||||||||||||||||||||||
| 10.21 | 10-Q | 10.5 | 12/20/2023 | ||||||||||||||||||||||||||
| 10.22 | 10-K | 10.33 | 10/23/2024 | ||||||||||||||||||||||||||
| 10.23 | 10-K | 10.28 | 10/22/2025 | ||||||||||||||||||||||||||
| 10.24 | X | ||||||||||||||||||||||||||||
| 10.25 | 10-K | 10.30 | 10/22/2025 | ||||||||||||||||||||||||||
| 10.26 | 8-K | 10.3 | 10/05/2016 | ||||||||||||||||||||||||||
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| Exhibit No. | Incorporated by Reference | Filed Herewith | |||||||||||||||||||||||||||
| Exhibit Description | Form | Exhibit | Filing Date | ||||||||||||||||||||||||||
| 10.27 | 10-K | 10.30 | 10/18/2023 | ||||||||||||||||||||||||||
| 10.28 | 10-K | 10.31 | 10/18/2023 | ||||||||||||||||||||||||||
| 10.29 | 8-K | 10.1 | 7/19/2022 | ||||||||||||||||||||||||||
| 10.30 | Third Amended and Restated Credit Agreement dated as of August 20, 2026 among Winnebago Industries, Inc., Winnebago of Indiana, LLC, Grand Design RV, LLC and Newmar Corporation, the other loan parties party thereto from time to time, the lenders party thereto from time to time and JP Morgan Chase Bank, N.A. | 8-K | 10.1 | 08/21/2026 | |||||||||||||||||||||||||
| 10.31 | 8-K | 10.6 | 11/04/2019 | ||||||||||||||||||||||||||
| 10.32 | 8-K | 10.7 | 11/04/2019 | ||||||||||||||||||||||||||
| 10.33 | 8-K | 10.8 | 11/04/2019 | ||||||||||||||||||||||||||
| 10.34 | 8-K | 10.9 | 11/04/2019 | ||||||||||||||||||||||||||
| 10.35 | 8-K | 10.2 | 01/23/2024 | ||||||||||||||||||||||||||
| 10.36 | 8-K | 10.3 | 01/23/2024 | ||||||||||||||||||||||||||
| 10.37 | 8-K | 10.4 | 01/23/2024 | ||||||||||||||||||||||||||
| 10.38 | 8-K | 10.5 | 01/23/2024 | ||||||||||||||||||||||||||
| 10.39 | 8-K | 10.6 | 01/23/2024 | ||||||||||||||||||||||||||
| 10.40 | 8-K | 10.7 | 01/23/2024 | ||||||||||||||||||||||||||
| 10.41 | 8-K | 10.8 | 01/23/2024 | ||||||||||||||||||||||||||
| 10.42 | 8-K | 10.9 | 01/23/2024 | ||||||||||||||||||||||||||
| 10.43 | 8-K | 10.10 | 01/23/2024 | ||||||||||||||||||||||||||
| 10.44 | 8-K | 10.11 | 01/23/2024 | ||||||||||||||||||||||||||
| 10.45 | 8-K | 10.12 | 01/23/2024 | ||||||||||||||||||||||||||
| 10.46 | 8-K | 10.13 | 01/23/2024 | ||||||||||||||||||||||||||
71
| Exhibit No. | Incorporated by Reference | Filed Herewith | |||||||||||||||||||||||||||
| Exhibit Description | Form | Exhibit | Filing Date | ||||||||||||||||||||||||||
| 10.47 | 10-Q | 10.14 | 12/20/2019 | ||||||||||||||||||||||||||
| 10.48 | 10-Q | 10.15 | 12/20/2019 | ||||||||||||||||||||||||||
| 10.49 | 10-Q | 10.1 | 06/20/2024 | ||||||||||||||||||||||||||
| 10.50 | 8-K | 10.2 | 07/09/2020 | ||||||||||||||||||||||||||
| 10.51 | 8-K | 10.1 | 12/17/2021 | ||||||||||||||||||||||||||
| 10.52 | 8-K | 10.2 | 12/17/2021 | ||||||||||||||||||||||||||
| 19 | X | ||||||||||||||||||||||||||||
| 21 | X | ||||||||||||||||||||||||||||
| 23 | X | ||||||||||||||||||||||||||||
| 31.1 | X | ||||||||||||||||||||||||||||
| 31.2 | X | ||||||||||||||||||||||||||||
| 32.1 | X | ||||||||||||||||||||||||||||
| 32.2 | X | ||||||||||||||||||||||||||||
| 97 | 10-K | 97 | 10/23/2024 | ||||||||||||||||||||||||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document (furnished herewith). | ||||||||||||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||||||||||||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||||||||||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definitions Linkbase Document | ||||||||||||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||||||||||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||||||||||||||||||||||||||
| 104 | The cover page from the Winnebago Industries, Inc. Annual Report on Form 10-K for the fiscal year ended August 29, 2026, formatted in Inline XBRL (included as Exhibit 101). | ||||||||||||||||||||||||||||
* Management contract or compensation plan or arrangement.
72
Item 16. Form 10-K Summary.
None.
73
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| WINNEBAGO INDUSTRIES, INC. | ||||||||
| By | /s/ Michael J. Happe | |||||||
| Michael J. Happe | ||||||||
Chief Executive Officer, President | ||||||||
| (Principal Executive Officer) | ||||||||
Date: October 21, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on October 21, 2026, by the following persons on behalf of the Registrant and in the capacities indicated.
| Signature | Capacity | |||||||
| /s/ Michael J. Happe | ||||||||
| Michael J. Happe | Chief Executive Officer, President, and Director (Principal Executive Officer) | |||||||
| /s/ Bryan L. Hughes | ||||||||
| Bryan L. Hughes | Chief Financial Officer and Senior Vice President (Principal Financial and Accounting Officer) | |||||||
| /s/ Sara E. Armbruster | ||||||||
| Sara E. Armbruster | Director | |||||||
| /s/ Christopher J. Braun | ||||||||
| Christopher J. Braun | Director | |||||||
| /s/ Kevin E. Bryant | ||||||||
| Kevin E. Bryant | Director | |||||||
| /s/ William C. Fisher | ||||||||
| William C. Fisher | Director | |||||||
| /s/ Staci L. Kroon | ||||||||
| Staci L. Kroon | Director | |||||||
| /s/ David W. Miles | ||||||||
| David W. Miles | Director | |||||||
| /s/ John M. Murabito | ||||||||
| John M. Murabito | Director | |||||||
| /s/ Michael E. Pack | ||||||||
| Michael E. Pack | Director | |||||||
| /s/ Emily R. Silver | ||||||||
| Emily R. Silver | Director | |||||||
74
Exhibit 10.20
OFFICER INCENTIVE COMPENSATION PLAN
Also referred to as the Annual Incentive Plan (AIP)
WINNEBAGO INDUSTRIES, INC.
OFFICER INCENTIVE COMPENSATION PLAN
OFFICER INCENTIVE COMPENSATION PLAN
1. Purpose. The purpose of the Winnebago Industries, Inc. Officer Incentive Compensation Plan (the “Plan”) is to promote the growth and profitability of Winnebago Industries, Inc. (the “Company”) by providing members of its executive leadership team, together with certain of its officers and other employees designated in the discretion of the Human Resources Committee (the “Committee”) with an incentive to achieve designated corporate objectives and to attract and retain personnel who will contribute to the achievement of growth and profitability of the Company.
2. Authority; Administration.
a. Administrator. The Plan shall be administered by the Committee appointed by the Board of Directors.
b. Powers and Duties. The Committee shall have sole discretion and authority to make any and all determinations necessary or advisable for administration of the Plan, including but not limited to (i) making awards, (ii) determining when and to whom awards will be granted, (iii) determining the form, amount and other terms and conditions of each award, (iv) establishing the performance measure(s), performance objective(s) and relationship between the performance objective(s) and any award payments, and (v) determining final payouts under any award. All interpretations, decisions, or determinations made by the Committee pursuant to the Plan shall be final and conclusive.
c. Annual Approval. The Committee must approve the Plan and specific performance measures and performance objectives and targets within the first 90 days of each new fiscal year; provided that the Committee may postpone approving the specific performance measures and performance objectives and targets for any performance period that is less than a full fiscal year in length and does not commence at the beginning of the fiscal year of the Company until a date that is within the first 25% of such performance period. Notwithstanding the foregoing, in all cases the performance measures and performance objectives and targets must be set at a time when the achievement of the performance objectives and targets is substantially uncertain. The Committee shall approve one or more notices of the performance measures and performance objectives and targets, as well as the form of payments, setting forth such details and any other terms and conditions applicable to the incentive awards for a Plan year.
3. Participation Eligibility.
a. In order to be eligible to participate in the Plan, an employee must be (i) a member of the Company’s executive leadership team, (ii) an officer of the
Company or (iii) an employee of the Company selected in the discretion of the Committee with responsibilities that may have a significant impact on the Company’s financial or operational results.
b. The Committee will designate the individuals meeting the eligibility criteria in Section 3(a) to be participants in the Plan for each new Plan year. The Plan year shall be the fiscal year of the Company. Each Plan year can have one or more performance periods equal in length to a period of no more than one fiscal year of the Company.
c. Unless otherwise determined by the Committee, participants must be employed by the Company as of the time the award is paid.
4. Nature of the Plan. The incentive award is based upon the level of achievement of one or more performance measures applying business criteria to one or more of the Plan participants, one or more business segments, units or divisions of the Company, or the Company as a whole, whether on an absolute basis, rate basis, or relative to a peer group of companies or other benchmark and may also include a performance measure that evaluates a Plan participant’s individual contributions to the Company, as determined in the discretion of the Committee. The Plan is an annual program that provides for measurements of financial, operational and/or individual performance over one or more performance periods and an opportunity for incentive payments based on such performance results.
The Committee shall establish the performance measures for this Plan, which will be based upon one or more pre-established (i) financial or operational performance measures and/or (ii) individual contribution performance measures for each Plan participant as a part of his or her underlying award. The Committee will (i) establish the performance objectives for each of the performance measures for each Plan participant, which may include a target incentive level, a minimum incentive level threshold below which an incentive will not be paid, and a maximum incentive level and (ii) communicate them to each Plan participant through an individual award schedule.
The Committee reserves the right to increase or reduce the total amount of any individual’s awards in its discretion.
The Committee may modify a performance period and/or provide adjustments to or waivers of the achievement of performance measures under specified circumstances such as (i) the occurrence of events that are unusual in nature, infrequently occurring or significant that were not anticipated by the Committee when the performance objectives were established, such as a Change in Control (as defined in Section 6), an equity restructuring, acquisitions, divestitures, restructuring activities, recapitalizations, or asset write-downs or (ii) a change in applicable tax laws or accounting principles. Any such modification, waiver and adjustment will be determined by the Committee in its sole discretion. In addition, the Committee may, in its sole discretion and based on such considerations as it deems appropriate, adjust any amount otherwise determined by the
application of the performance objectives to be otherwise payable in connection with an Award. To the extent not inconsistent with applicable law or stock exchange rules, the Committee delegates to the CEO authority under the Plan, including the authority to establish the performance measures and performance objectives and incentive target for participants other than officers subject to Section 16 of the Exchange Act.
5. Method of Payment. Individual participant incentive performance objectives, and target bonus amount expressed as a percentage of base salary or a flat dollar amount, are approved annually by the Committee. Actual incentive awards can range from 0% to 200% of a Plan participant’s incentive performance target and shall be communicated to Plan participants through an individual award schedule.
The amount of each participant’s incentive compensation for the fiscal year (or applicable performance period, if shorter) shall be in direct proportion to the resulting financial or operational performance of the relevant performance measure expressed as a percentage (“Performance Factor”) against predetermined compensation performance objectives for that participant. The Company’s or applicable business unit’s results for the fiscal year (or applicable performance period, if shorter) will be used in identifying the Performance Factor to be used when calculating the participant’s incentive compensation relating to financial or operational performance measures. If individual contribution performance measures were established by the Committee, the Committee shall evaluate an individual’s relative level of achievement of such contribution performance measures in determining the effect on the amount of the incentive compensation.
Incentive awards are paid in cash unless the Committee has determined, in its sole discretion, at the time that the performance measures for the fiscal year are established that all or any part of an award shall be settled in the form of shares of the Company’s common stock or other equity award granted pursuant to any then-current equity compensation plan that has been approved by the Company’s shareholders. No participant shall have any ability to influence the timing or form of any payment (cash, stock, or equity award) under the Plan. The cash, stock or equity award payment, if any, for each performance period during the Plan year shall be paid or awarded as soon as practical after the end of the Plan year following final measurement of financial and/or operational performance for all of the performance period(s) within the fiscal year as well as the Committee’s evaluation of any individual contribution performance measures, if any, and overall incentive amounts have been approved by the Committee in October following fiscal year end, but in no event later than 2 ½ months after the end of the fiscal year (subject to any deferred compensation election pursuant to any such plans of the Company).
Any payment made under this Plan shall be subject to any employment and income tax withholding and other deductions as required by law.
6. Change in Control. In the event of a Corporate Transaction (as defined below), then the surviving or successor entity may continue, assume or replace awards outstanding under the Plan as of the date of the Corporate Transaction, and such awards or replacements
therefor shall remain outstanding and be governed by their respective terms. If and to the extent that outstanding awards under the Plan are not continued, assumed or replaced in connection with a Corporate Transaction, then the awards under the Plan shall fully vest immediately prior to the effective time of the Corporate Transaction, meaning that each performance measure is deemed to have been satisfied at the greater of target level of performance or actual level of performance (if determinable) and the vested portion of the award at that level of performance is proportionate to the portion of the performance period that has elapsed as of the effective time of the Corporate Transaction.
If and to the extent that awards under this Plan are continued, assumed or replaced, and participant experiences an involuntary termination of employment to the Company after the Change in Control but prior to the award’s payment, for reasons other than Cause, or, if applicable, terminates his or her employment for Good Reason (as defined in any then-effective written agreement between the participant and the Company, if any), then the awards under this Plan shall immediately vest in full, meaning that each performance measure is deemed to have been satisfied at the greater of target level of performance or actual level of performance (if determinable).
“Cause” means , unless otherwise defined in a then-effective written agreement between a participant and the Company or any affiliate, a participant’s (i) material failure to perform satisfactorily the duties reasonably required of the participant by the Company (other than by reason of Disability); (ii) material violation of any law, rule, regulation, court order or regulatory directive (other than traffic violations, misdemeanors or other minor offenses); (iii) material breach of the Company's business conduct or ethics code or of any fiduciary duty or nondisclosure, non-solicitation, non-competition or similar obligation owed to the Company or any affiliate; (iv) engaging in any act or practice that involves personal dishonesty on the part of the participant or demonstrates a willful and continuing disregard for the best interests of the Company and its affiliates; or (v) engaging in dishonorable or disruptive behavior, practices or acts which would be reasonably expected to harm or bring disrepute to the Company or any of its affiliates, their business or any of their customers, employees or vendors.
“Change in Control” means one of the following:
(1) An Exchange Act Person becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding Voting Securities, except that the following will not constitute a Change in Control: (A) any acquisition of securities of the Company by an Exchange Act Person from the Company for the purpose of providing financing to the Company; (B) any formation of a Group consisting solely of beneficial owners of the Company's voting securities as of the effective date of this Plan; or (C) any repurchase or other acquisition by the Company of its Voting Securities that causes any Exchange Act Person to become the beneficial owner of 30% or more of the Company’s voting securities.
If, however, an Exchange Act Person or Group referenced in clause (A), (B) or (C) above acquires beneficial ownership of additional Company Voting Securities after initially becoming the beneficial owner of 30% or more of the combined voting power of the Company’s Voting Securities by one of the means described in those clauses, then a Change in Control will be deemed to have occurred.
(2) Individuals who are Continuing Directors cease for any reason to constitute a majority of the members of the Board of Directors.
(3) A Corporate Transaction is consummated, unless, immediately following such Corporate Transaction, all or substantially all of the individuals and entities who were the beneficial owners of the Company’s Voting Securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding Voting Securities of the surviving or acquiring entity resulting from such Corporate Transaction (including beneficial ownership through any parent of such entity) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Company's Voting Securities.
“Continuing Director” means an individual (i) who is, as of the effective date of the Plan, a director of the Company, or (ii) who becomes a director of the Company after the effective date hereof and whose initial election, or nomination for election by the Company’s stockholders, was approved by at least a majority of the then Continuing Directors but excluding, for purposes of this clause (ii), an individual whose initial assumption of office occurs as the result of an actual or threatened proxy contest involving the solicitation of proxies or consents by a person or Group other than the Board, or by reason of an agreement intended to avoid or settle an actual or threatened proxy contest.
“Corporate Transaction” means (i) a sale or other disposition of all or substantially all of the assets of the Company, or (ii) a merger, consolidation, share exchange or similar transaction involving the Company, regardless of whether the Company is the surviving entity.
“Exchange Act Person” means any natural person, entity or Group other than (i) the Company or any affiliate; (ii) any employee benefit plan (or related trust) sponsored or maintained by the Company or any affiliate; (iii) an underwriter temporarily holding securities in connection with a registered public offering of such securities; or (iv) an entity whose Voting Securities are beneficially owned by the beneficial owners of the Company’s Voting Securities in substantially the same proportions as their beneficial ownership of the Company’s Voting Securities.
“Good Reason” shall have the meaning set forth in the participant’s change in control agreement, or in the absence of a change in control agreement, shall mean the initial occurrence of any of the following actions by the Company without the participant’s express written consent and not caused by the participant: (i) a material diminution of the
participant’s position, duties, responsibilities or status with the Company as in effect immediately prior to a Change of Control (other than for Cause or due to disability); (ii) a material reduction by the Company of the participant’s base salary or annual bonus opportunity as in effect immediately prior to the Change of Control; (iii) a relocation by more than 50 miles of the participant’s primary work location or, if the participant’s primary work location is the Company’s headquarters, a relocation of the Company’s headquarters by more than 50 miles; or (iv) any material breach by the Company of this Agreement or of any other written agreement between the Company and the participant relating to the participant’s employment. Notwithstanding the foregoing, Good Reason shall not exist unless and until each of the following have occurred: (x) within ninety (90) days after the circumstances giving rise to Good Reason first exist, the participant has delivered a notice of termination of employment to the Company specifying the grounds and facts believed to constitute Good Reason; (y) the Company has failed to cure such circumstances within thirty (30) days following receipt of the participant’s notice of termination of employment; and (z) the participant’s termination of employment is effective within one hundred and eighty (180) days following the Company’s receipt of the participant’s notice of termination of employment.
“Group” means two or more persons who act, or agree to act together, as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, voting or disposing of securities of the Company.
“Voting Securities” of an entity means the outstanding equity securities (or comparable equity interests) entitled to vote generally in the election of directors of such entity.
7. Recoupment of Incentive Compensation. Notwithstanding anything herein to the contrary, payments under the Plan shall be subject to forfeiture and recoupment to the extent required under federal law or other action in accordance with the Company’s Executive Officer Incentive Compensation Recovery Policy, as may be amended or amended and restated from time to time, and any other compensation recovery policy adopted by the Board or the Committee at any time, including in response to the requirements of Section 10D of the Exchange Act and any implementing rules and regulations thereunder adopted by the Securities and Exchange Commission or any national securities exchange on which the Company’s shares of common stock are then listed, or as otherwise required by law. This Plan will be unilaterally and automatically amended by the Committee to comply with any such compensation recovery policy.
8. Governing Law. Except to the extent preempted by federal law, the consideration and operation of the Plan shall be governed by the laws of the State of Minnesota.
9. Employment Rights. Nothing in this Plan shall confer upon any participant the right to continue in the employ or service of the Company, or affect the right of the Company to terminate a participant’s employment at any time, with or without Cause.
10. Nontransferability. Participants and beneficiaries shall not have the right to assign, encumber or otherwise anticipate the payments to be made under this Plan, and any such attempted transfer will be of no effect and will result in the cancellation of the Award.
11. Deferrals of Payments. To the extent permissible by any deferred compensation plan of the Company permitting for deferrals of the payment of awards granted under this Plan, payments under this Plan may be deferred on the terms and conditions set forth in such plan(s).
12. Severability. If any provision of this Plan is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of this Plan, such provision shall be stricken as to such jurisdiction, and the remainder of this Plan shall remain in full force and effect.
13. Amendment. The Committee may amend this Plan prospectively at any time and for any reason deemed sufficient by it without prior notice to any person affected by this Plan, except that no such amendment may materially impair the rights of any participant with respect to an outstanding award without the participant’s consent, unless such amendment is necessary to comply with applicable law or stock exchange rules.
Exhibit 10.24
WINNEBAGO INDUSTRIES, INC.
AMENDED AND RESTATED 2019 OMNIBUS INCENTIVE PLAN
Performance Stock Unit Agreement
Winnebago Industries, Inc. (the “Company”), pursuant to its Amended and Restated 2019 Omnibus Incentive Plan (the “Plan”), hereby grants an award of Performance Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Performance Stock Unit Agreement (the “Agreement”), consisting of this cover page, the Terms and Conditions on the following pages and the attached Exhibit 1, and in the Plan document, a copy of which has been provided to you. Any capitalized term that is used but not defined in this Agreement shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
Name of Participant: | ||||||||
Target Number of Performance Stock Units: | ||||||||
Maximum Number of Performance Stock Units: | ||||||||
Grant Date: | October 14, 2026 | |||||||
Performance Period: | August 30, 2026 – August 28, 2027 | |||||||
Performance Conditions: | The number of Units which are eligible to vest based on the Service Vesting Schedule (the “Earned Units”) will be determined by the Company’s Human Resources Committee after the end of the Performance Period upon the Committee’s certification to the degree to which the applicable Performance Goals for the Performance Period have been satisfied in accordance with Exhibit 1 to this Agreement. | |||||||
Service Vesting Schedule: | (i) 50% of the Earned Units will vest on the date the Company’s Human Resources Committee certifies performance results for the Performance Period,* which shall be no later than the 10th day of the third calendar month following the end of the Performance Period and (ii) the remaining 50% of the Earned Units will vest on the second anniversary of the Grant Date*. | |||||||
Performance Goals: | See Exhibit 1 | |||||||
* Assumes your service has been continuous from the Grant Date to the vesting date. | ||||||||
By logging into and accepting this Agreement through your account with E*TRADE, you acknowledge and agree (A) to be bound by all of the terms and conditions of this Agreement and in the Plan document and (B) that you have received and reviewed the Agreement and the Plan document.
PSU Agreement (2019 Plan – FY27 Special Award) Page 1
PARTICIPANT: WINNEBAGO INDUSTRIES, INC.
By:
Title:
PSU Agreement (2019 Plan – FY27 Special Award) Page 2
WINNEBAGO INDUSTRIES, INC.
AMENDED AND RESTATED 2019 OMNIBUS INCENTIVE PLAN
Performance Stock Unit Agreement
Terms and Conditions
1. Defined Terms. For purposes of this Agreement, the definitions of terms contained in the Plan hereby are incorporated by reference, except to the extent that any such term is specifically defined in this Agreement.
2. Award of Performance Stock Units. The Company hereby confirms the grant to you, as of the Grant Date and subject to the terms and conditions of this Agreement and the Plan, of an award of Performance Stock Units (the “Units”) in an amount initially equal to the Target Number of Performance Stock Units specified on the cover page of this Agreement. The number of Units that may actually be earned and become eligible to vest pursuant to this Award can be between 0% and 200% of the Target Number of Performance Stock Units, but may not exceed the Maximum Number of Performance Stock Units specified on the cover page of this Agreement. Each Unit that is earned as a result of the performance goals specified in Exhibit 1 to this Agreement having been satisfied and which thereafter vests represents the right to receive one share of the Company’s common stock (each, a “Share”). Prior to their settlement or forfeiture in accordance with the terms of this Agreement, the Units granted to you will be credited to a performance stock unit account in your name maintained by the Company. This account will be unfunded and maintained for book-keeping purposes only, with the Units simply representing an unfunded and unsecured contingent obligation of the Company.
3. Restrictions Applicable to Units. Neither this Award nor the Units subject to this Award may be sold, assigned, transferred, exchanged or encumbered, voluntarily or involuntarily, other than a transfer upon your death in accordance with your will, by the laws of descent and distribution or pursuant to a beneficiary designation submitted in accordance with the Plan. Following any such transfer, this Award shall continue to be subject to the same terms and conditions that were applicable to the Award immediately prior to its transfer. Any attempted transfer in violation of this Section 3 shall be void and without effect. The Units and your right to receive Shares in settlement of any Units under this Agreement shall be subject to forfeiture except to extent the Units have been earned and thereafter vest as provided in Section 5(a).
4. No Shareholder Rights. The Units subject to this Award do not entitle you to any rights of a holder of the Company’s common stock. You will not have any of the rights of a shareholder of the Company in connection with any Units granted or earned pursuant to this Agreement unless and until Shares are issued to you in settlement of earned and vested Units as provided in Section 6.
5. Vesting and Forfeiture of Units. For purposes of this Agreement, “Vesting Date” means any date, including a Scheduled Vesting Date (defined below), on which Units subject to this Agreement vest as provided in this Section 5. Subject in all cases to Section 16(i) of the Plan, the Units shall vest at the earliest of the following times and to the degree specified.
(a) Scheduled Vesting. One-half of the number of Units that have been earned during the Performance Period, as determined by the Committee in accordance with Exhibit 1 (the “Earned Units”), will vest on the First Scheduled Vesting Date, so long as your Service has been continuous from the Grant Date to the First Scheduled Vesting Date, and the remaining one-half of the Earned Units will vest on the Second Scheduled Vesting Date, so long as your Service has been continuous from the Grant Date to the Second Scheduled Vesting Date. For these purposes, the “First Scheduled Vesting Date” means the date the
PSU Agreement (2019 Plan – FY27 Special Award) Page 3
Committee certifies (i) the degree to which the applicable performance goals for the Performance Period have been satisfied, and (ii) the number of Earned Units, which certification shall occur no later than the 10th day of the third calendar month following the end of the Performance Period, and the “Second Scheduled Vesting Date” is the second anniversary of the Grant Date. The First Scheduled Vesting Date and the Second Scheduled Vesting Date are each a “Scheduled Vesting Date.”
(b) Death or Disability. If your Service terminates by reason of your death or Disability prior to the conclusion of the Performance Period, then as of the date of your termination of Service, the Target Number of Performance Stock Units shall vest. If your Service terminates by reason of your death or Disability after the Performance Period, then as of your termination of Service, all of the Earned Units which have not previously vested shall vest.
(c) Change in Control. If a Change in Control occurs after the Grant Date but before a Scheduled Vesting Date and your Service continues to the date of the Change in Control, the provisions of Section 12 of the Plan shall apply, including those providing for benefits upon termination of Service for Good Reason. “Good Reason” shall have the meaning set forth in your change in control agreement, or in the absence of a change in control agreement, means the initial occurrence of any of the following actions by the Company without your express written consent and not caused by you: (i) a material diminution of your position, duties, responsibilities or status with the Company as in effect immediately prior to a Change of Control (other than for Cause or due to disability); (ii) a material reduction by the Company of your base salary or annual bonus opportunity as in effect immediately prior to the Change of Control; (iii) a relocation by more than 50 miles of your primary work location or, if your primary work location is the Company’s headquarters, a relocation of the Company’s headquarters by more than 50 miles; or (iv) any material breach by the Company of this Agreement or of any other written agreement between you and the Company relating to your employment. Notwithstanding the foregoing, Good Reason shall not exist unless and until each of the following have occurred: (x) within ninety (90) days after the circumstances giving rise to Good Reason first exist, you have delivered a notice of termination of employment to the Company specifying the grounds and facts believed to constitute Good Reason; (y) the Company has failed to cure such circumstances within thirty (30) days following receipt of your notice of termination of employment; and (z) your termination of employment is effective within one hundred and eighty (180) days following the Company’s receipt of your notice of termination of employment.
(d) Forfeiture of Unvested Units. Any Units that are not earned at the end of the Performance Period shall immediately be forfeited. If your Service terminates prior to a Scheduled Vesting Date under circumstances other than as set forth in Sections 5(b) and 5(c), all unvested Units shall immediately be forfeited.
6. Settlement of Units. As soon as practicable after any date on which Units vest (but no later than the 15th day of the third calendar month following the Vesting Date), the Company shall cause to be issued and delivered to you (or to your personal representative or your designated beneficiary or estate in the event of your death, as applicable) one Share in payment and settlement of each vested Unit. Delivery of the Shares shall be effected by the issuance of a stock certificate to you, by an appropriate entry in the stock register maintained by the Company’s transfer agent with a notice of issuance provided to you, or by the electronic delivery of the Shares to a brokerage account you designate, and shall be subject to the tax withholding provisions of Section 8 and compliance with all applicable legal requirements as provided in Section 16 of the Plan, and shall be in complete satisfaction and settlement of such vested Units. If the Units that vest include a fractional Unit, the Company shall round the number of vested Units to the nearest whole Unit prior to issuance of Shares as provided herein.
PSU Agreement (2019 Plan – FY27 Special Award) Page 4
7. Dividend Equivalents. If the Company pays cash dividends on its Shares while any Units subject to this Agreement are outstanding, then on the date any Units vests pursuant to Section 5 above, the Total Dividend Equivalent Amount will be credited to your performance stock unit account in cash. The “Total Dividend Equivalent Amount” will be determined by multiplying the number of underlying Units determined to have vested as of the Vesting Date by the per share amount of each cash dividend paid on the Company’s common stock with a record date and payment date occurring between the Grant Date and the Vesting Date, and adding those products together. The Total Dividend Equivalent Amount so credited will be fully vested and subject to settlement at the same time as the underlying Units as provided in Section 6 above. Any dividend equivalents accrued on Units that are forfeited in accordance with this Agreement shall also be forfeited.
8. Tax Consequences and Withholding. No Shares will be delivered to you in settlement of vested Units, and no payment of any vested Total Dividend Equivalent Amount will be made, unless you have made arrangements acceptable to the Company for payment of any federal, state, local or foreign withholding taxes that may be due as a result of the delivery of the Shares and any such payment. You hereby authorize the Company (or any Affiliate) to withhold from the Total Dividend Equivalent Amount, payroll or other amounts payable to you any sums required to satisfy such withholding tax obligations, and otherwise agree to satisfy such obligations in accordance with the provisions of Section 14 of the Plan. You further authorize and consent to the Company, or its respective agents, that all withholding tax obligations may be satisfied by having the Company or its agent withhold a number of Shares that would otherwise be issued to you in settlement of the Units and that have a fair market value equal to the then-outstanding amount of such withholding tax obligations, unless in lieu thereof, you elect at the time of conversion of the Units such other then-permitted method or combination of methods established by the Committee in its discretion, if any, to satisfy your withholding tax obligations.
9. Notices. Every notice or other communication relating to this Agreement shall be in writing and shall be mailed to or delivered (including electronically) to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided. Unless and until some other address is so designated, all notices or communications by you to the Company shall be mailed or delivered to the Company, to the attention of its Senior Vice President, Chief Legal Officer and Corporate Secretary, at its office at 13200 Pioneer Trail, Eden Prairie, MN 55347, slbogart@winnebagoind.com, and all notices or communications by the Company to you may be given to you personally or may be mailed or, if you are still a Service Provider, emailed to you at the address indicated in the Company’s records as your most recent mailing or email address.
10. Additional Provisions.
(a) No Right to Continued Service. This Agreement does not give you a right to continued Service with the Company or any Affiliate, and the Company or any such Affiliate may terminate your Service at any time and otherwise deal with you without regard to the effect it may have upon you under this Agreement.
(b) Governing Plan Document. This Agreement and the Award are subject to all the provisions of the Plan, and to all interpretations, rules and regulations which may, from time to time, be adopted and promulgated by the Committee pursuant to the Plan. If there is any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan will govern.
PSU Agreement (2019 Plan – FY27 Special Award) Page 5
(c) Governing Law. This Agreement, the parties’ performance hereunder, and the relationship between them shall be governed by, construed, and enforced in accordance with the laws of the State of Minnesota, without giving effect to the choice of law principles thereof.
(d) Severability. The provisions of this Agreement shall be severable and if any provision of this Agreement is found by any court to be unenforceable, in whole or in part, the remainder of this Agreement shall nevertheless be enforceable and binding on the parties. You also agree that any trier of fact may modify any invalid, overbroad or unenforceable provision of this Agreement so that such provision, as modified, is valid and enforceable under applicable law.
(e) Binding Effect. This Agreement will be binding in all respects on your heirs, representatives, successors and assigns, and on the successors and assigns of the Company.
(f) Section 409A of the Code. The award of Units as provided in this Agreement and any issuance of Shares or payment pursuant to this Agreement are intended to be exempt from Section 409A of the Code under the short-term deferral exception specified in Treas. Reg. § 1.409A-l(b)(4). However, for the avoidance of doubt, to the extent that this Agreement is subject to Section 409A of the Code, the Agreement is intended to comply with the requirements of Section 409A of the Code, and the provisions of the Plan and the Agreement shall be interpreted in a manner that satisfies such requirements.
(g) Electronic Delivery and Acceptance. The Company may deliver any documents related to this Performance Stock Unit Award by electronic means and request your acceptance of this Agreement by electronic means. You hereby consent to receive all applicable documentation by electronic delivery and to participate in the Plan through an on-line (and/or voice activated) system established and maintained by the Company or the Company’s third-party stock plan administrator.
(h) Forfeiture and Compensation Recovery. This Award and any compensation associated herewith shall be subject to potential forfeiture or recovery by the Company or other action in accordance with the Company’s Mandatory Compensation Recovery Policy and/or the Company’s Supplemental Compensation Recovery Policy, as either may be amended or amended and restated from time to time, and any other compensation recovery policy adopted by the Board or the Committee at any time, including in response to the requirements of Section 10D of the Exchange Act and any implementing rules and regulations thereunder adopted by the Securities and Exchange Commission or any national securities exchange on which the Company’s Shares are then listed, or as otherwise required by law. This Agreement will be automatically amended to comply with any such compensation recovery policy.
By signing the cover page of this Agreement or otherwise accepting this Agreement in a manner approved by the Company, you agree to all the terms and conditions described above and in the Plan document.
PSU Agreement (2019 Plan – FY27 Special Award) Page 6
Purpose
This Insider Trading Policy (this “Policy”) of Winnebago Industries, Inc. (the “Company”) provides guidelines to employees, officers, and directors of the Company and their related parties, and to the Company itself, with respect to transactions in the Company’s securities.
Scope
Section 1. Company Securities Covered. This Policy applies to all transactions in the Company’s securities, including common stock, options for common stock and any other securities the Company may issue from time to time, such as preferred stock, warrants and convertible debentures, as well as to derivative securities relating to the Company’s stock, whether or not issued by the Company, such as exchange-traded options.
Section 2. Persons and Entities Subject to Policy. This Policy applies to all of the following, who are referred to
as “Covered Persons”:
•all members of the Company’s Board of Directors and officers and employees of the Company and its subsidiaries (collectively, “Company Personnel”);
•all consultants and advisors to the Company and its subsidiaries whose work brings them into contact with Material Nonpublic Information (as defined below) who are not otherwise covered by a duty to comply with the principles in this Policy (collectively, “Company Consultants”); and
•the following “Related Parties”:
oany members of the immediate families of Company Personnel or Company Consultants and any other persons sharing a home with, or who are economically dependent upon,
Company Personnel or Company Consultants, and
oany other person or entity, including a trust, corporation, partnership or other association whose transactions in the Company’s securities are controlled or influenced by Company Personnel or Company Consultants.
Section 3. Insider Status. Any person who is aware of Material Nonpublic Information regarding the Company is an “Insider” for so long as the information is not publicly known (i.e., has not been fully disclosed). Inside information is transaction-specific and any employee can be an Insider from time to time.
Section 4. Obligations After Cessation of Service to Company. If a person subject to this Policy ceases to be a Covered Person when the person is aware of Material Nonpublic Information, the applicable provisions of the Policy will continue to apply to such person until that information becomes public or is no longer material. Accordingly, certain provisions of this Policy, including Trading Windows and pre-clearance, may continue to apply after ceasing to be a Covered Person, based on the circumstances at the time of separation.
Section 5. Transactions by the Company. From time to time, the Company may engage in transactions in its own securities. It is the Company’s policy that any transactions by the Company will comply with applicable laws with respect to insider trading.
Section 6. Transactions in Other Companies’ Securities. This Policy also prohibits Covered Persons from trading in another company’s securities while any such Covered Person is aware of Material Nonpublic Information concerning that company, particularly when that information was obtained in the course of such Covered Person’s service to the Company. These other publicly traded companies may include suppliers, customers, business partners, competitors and potential merger or acquisition parties. Covered Persons should also not disclose such information, or make trading recommendations regarding such other companies, to any other person.
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Policy Statement
The Company prohibits the unauthorized disclosure of any nonpublic information acquired in the workplace and the misuse of Material Nonpublic Information in securities trading.
SPECIFIC POLICIES APPLICABLE TO ALL COVERED PERSONS
Section 1. Trading on Material Nonpublic Information. No Covered Person shall engage in any transaction or have others engage in any transaction on behalf of such person involving the Company’s securities, including any offer to purchase or offer to sell, when the Covered Person is aware of Material Nonpublic Information concerning the Company until such information has been fully disclosed publicly, except for transactions exempt in accordance with this Policy. From time to time, the Company may impose a Trading Window on any Covered Person during which transactions in the Company’s securities will be suspended with respect to any such Covered Person, as described in more detail below.
Section 2. Tipping. No Insider shall disclose (“tip”) Material Nonpublic Information to any other person (including family members) (a “tippee”) where such tippee might then trade in the securities of companies while aware of such information, nor shall such Insider make recommendations or express opinions on the basis of Material Nonpublic Information as to trading in the Company’s securities.
Section 3. Confidentiality of Nonpublic Information. Nonpublic information relating to the Company is the property of the Company and the unauthorized disclosure of such information is forbidden.
Section 4. Speculative Transactions. All Covered Persons are prohibited at all times, even during an open Trading Window from:
•holding any Company securities in a margin account or pledging Company securities as collateral for a loan;
•engaging in transactions in puts, calls, or other derivative transactions relating to the Company's securities;
•short-selling securities of the Company; and
•purchasing any financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) that are designed to hedge or offset any decrease in the market value of any equity securities of the Company.
The foregoing restrictions apply to all securities of the Company owned directly or indirectly by Covered Persons. The foregoing restrictions shall not preclude any Covered Person from engaging in general portfolio diversification or investing in broad-based index funds.
Covered Persons who have managed accounts (where another person has been given discretion or
authority to trade without the Covered Person’s prior approval) should advise the broker or
investment adviser not to trade in the Company’s securities at any time and otherwise limit trading to ensure compliance with this Policy. This restriction does not apply to investments in publicly available mutual funds.
Section 5. Prediction Markets. Covered Persons, and their Related Parties, must comply with the “Prediction Markets” requirements in the Company’s Code of Conduct, which apply in addition to the restrictions in this Policy and regardless of whether a transaction is characterized as a security, swap, option, wager, event contract, or other instrument. Questions should be directed to the General Counsel before entering into any such transaction.
Section 6. Event-specific Trading Window Closures. From time to time, material developments known only to a limited number of Company Personnel or Company Consultants occur and cause the Company to impose on an appropriate group of Covered Persons additional restrictions on trading. A Covered Person will be notified if such Covered Person become part of such a group, and such Covered Person should not disclose to others the fact that he or she has been so notified or that additional
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restrictions on his or her trading have been imposed. Decisions about any event-specific trading window closure may be announced by the Chief Executive Officer, the Chief Financial Officer, or the General Counsel.
DEFINITION OF MATERIAL NONPUBLIC INFORMATION:
It is not possible to define all categories of material information. However, information should be regarded as material if there is a reasonable likelihood that it would be considered important to an investor in making an investment decision regarding the purchase or sale of stock or other securities, regardless of whether such information is positive or negative.
While it may be difficult under this standard to determine whether particular information is material, there are various categories of information that are particularly sensitive and, as a general rule, would often be considered material and should be analyzed carefully. Examples of such information may include:
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Financial results
Projections of future financial results
New product announcements of a significant nature
Significant product defects or modifications
A pending or proposed acquisition, merger, joint venture or other strategic relationship
Impending bankruptcy or financial liquidity problems
Significant cybersecurity incidents
Gain or loss, or change in status, of a significant customer or contract
Equity or debt offerings
Significant actual or threatened litigation
Significant governmental regulatory activities
Changes in senior management
Changes in dividend policy or stock splits
Significant pricing changes
Significant changes in accounting methods
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The above list is only illustrative; many other types of information may be considered “material” depending on
the circumstances.
Nonpublic information is information that has not been previously disclosed to the general public and is otherwise not available to the general public, as described below.
DEFINITION OF PUBLIC DISCLOSURE:
Information that has not been disclosed to the public is generally considered to be nonpublic information. In order for information to be disclosed to the public, the information must be widely disseminated, such as through issuance of a press release or disclosure in a Securities and Exchange Commission (“SEC”) filing, such as a Form 10-K, Form 10-Q or Form 8-K. Information disclosed on a conference call or webcast that was announced in advance and publicly accessible is also considered publicly available. However, a presentation to a select audience, a posting on the Internet or social media, or an article in a limited-distribution magazine generally do not qualify as full disclosure. Full public disclosure means that the securities markets have had the opportunity to digest the news. Generally, two trading days following public release is regarded as sufficient for dissemination and interpretation of material information.
GUIDELINES APPLICABLE TO DIRECTORS, OFFICERS AND CERTAIN OTHER EMPLOYEES:
The guidelines regarding a quarterly trading window and the pre-clearance of trades set forth in Sections 1 and 2 below, respectively, are applicable to all directors and officers of the Company as well as to those other employees that the Company believes have access to Material Nonpublic Information in the course of their duties who have been notified by the Company that they are subject to the quarterly trading window and pre-clearance requirements of this Policy, and other Covered Persons associated with such persons.
Section 1. Quarterly Trading Window. The period beginning 14 calendar days prior to the end of each fiscal quarter and ending two trading days following the date of public disclosure of the financial results for that quarter, is a particularly sensitive period of time for transactions in the Company’s stock from the perspective of compliance with applicable securities laws. This sensitivity is due to the fact that certain Company Personnel and Company Consultants will, during that period, often be aware of Material Nonpublic Information about the expected financial results for the quarter.
Accordingly, to ensure compliance with this Policy and applicable federal and state securities laws, the Company has designated a quarterly “Trading Window” period pursuant to which the Trading Window will be open commencing at the close of business on the trading day following the date of
public disclosure of the financial results for a particular fiscal quarter or year and ending at the close of business on the fifteenth day prior to the end of the fiscal quarter. Each person who has been notified by the Company that they are subject to the quarterly Trading Window and pre-clearance guidelines of this Policy must refrain from conducting transactions involving the Company’s securities other than during an open Trading Window, except for transactions subject to an
exemption set forth below. The safest period for trading in the Company’s securities, assuming the absence of Material Nonpublic Information, is generally the first week or two after the quarterly Trading Window opens.
The purpose behind the Company’s self-imposed Trading Window periods is to help establish a diligent effort to avoid any improper transaction. It should be noted, however, that even during an open Trading Window, any person aware of Material Nonpublic Information concerning the Company should not engage in any transactions in the Company's securities until two trading days following the date of public disclosure of such information, whether or not the Company has
recommended a suspension of trading to that person, except for transactions subject to an exemption set forth below. Trading in the Company’s securities during an open Trading Window
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should not be considered a “safe harbor,” and all Covered Persons should use good judgment at all times.
Section 2. Pre-clearance of Trades. All directors and officers of the Company as well as those other employees that the Company believes have access to Material Nonpublic Information in the course of their duties who have been notified by the Company that they are subject to the quarterly Trading Window and pre-clearance requires of this Policy, and other Covered Persons associated with such persons, should refrain from conducting transactions involving the Company’s securities, even during an open Trading Window, without first complying with the Company’s “pre-clearance” process, except for transactions subject to an exemption set forth below. Each such person should receive pre-clearance from the Company’s General Counsel or the General Counsel’s designee prior to conducting a transaction in the Company’s securities, and even prior to discussing a potential transaction with a broker, family member or other third party. The Company may find it necessary, from time to time, to require compliance with the pre-clearance process from additional employees, consultants, and contractors. If a transaction has been approved under this pre-clearance process, the trade must be effected within five (5) business days of the pre-approval, or such other period specified by the General Counsel, or the person should seek another pre-clearance approval. The Company may also revoke pre-approval of a trade at any time, and any trade not yet effected as of such revocation may not proceed. The Company will make available a stock transaction pre-clearance form that should be submitted with each pre-clearance request.
CERTAIN EXCEPTIONS:
The only exceptions to the trading window and/or pre-clearance requirements of this Policy are as follows:
Section 1. Vesting of Restricted Stock or Restricted Stock Units, Including Forfeiture of Shares for Tax Withholding. Vesting of restricted stock or restricted stock units, including performance stock units, is exempt from the Trading Window and pre-clearance requirements of this Policy. Similarly, exercising a tax withholding right with respect to restricted stock or restricted stock units pursuant to which Company Personnel elects to have the Company withhold shares of stock to satisfy tax withholding requirements upon vesting is exempt from the Trading Window and pre-clearance requirements of this Policy.
Section 2. Purchase of Shares under ESPP. The purchase of shares pursuant to an election to participate in the Company’s Employee Stock Purchase Plan (“ESPP”) is exempt from the Trading Window and pre-clearance requirements of this Policy. However, this Policy does apply to selling shares acquired through the ESPP.
Section 3. Transactions Pursuant to a Pre-Approved Rule 10b5-1 Trading Plan. Any Covered Person who wishes to enter into a trading plan under SEC Rule 10b5-1 must first obtain pre-approval of the plan by the General Counsel or the General Counsel’s designee. As required by Rule 10b5-1, Covered Persons may enter into a trading plan only when such person is not aware of Material Nonpublic Information. In addition, officers, directors and employees may only enter into a Rule 10b5-1 trading plan when the Trading Window is open. Transactions effected pursuant to a pre-approved trading plan will not require further pre-clearance and need not occur only during open Trading Windows at the time of the transaction if the plan specifies the dates, prices and amounts of the contemplated trades, or establishes a formula or fully delegates authority for determining the
dates, prices and amounts, and otherwise complies with the requirements set forth in Appendix A to this Policy.
Section 4. Bona Fide Gifts. Making bona fide gifts of Company securities is exempt from the Trading Window restrictions of this Policy if the gift is made to a Covered Person subject to this Policy or the person making the gift has a reasonable basis for believing that the recipient of the gift will not sell the
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securities during a restriction existing at the time of the gift that precludes the person making the gift from trading pursuant to the terms of this Policy.
Section 5. Dividend Reinvestments. The purchase of Company securities under any Company dividend reinvestment plan is exempt from the Trading Window and pre-clearance restrictions of this Policy. This exemption does not exempt an election to participate in the plan or change the level of participation in the plan. This Policy also applies to any sale of Company securities purchased pursuant to the plan.
Section 6. Limited Hardship Exception. Under limited circumstances, such as a bona fide hardship, an exception from the Trading Window requirements may be granted for a particular transaction if the Covered Person is not aware of Material Nonpublic Information and the transaction is approved in writing in advance by the General Counsel. The existence of the foregoing approval procedures does not in any way obligate the General Counsel to approve any trades requested by hardship applicants, and any such waiver will be granted sparingly, if ever.
INDIVIDUAL RESPONSIBILITY OF COMPANY PERSONNEL AND COMPANY CONSULTANTS TO COMPLY WITH POLICY:
All Company Personnel and Company Consultants have the individual responsibility to comply with this Policy against insider trading, regardless of whether the Company has recommended a trading window to that person or others. The guidelines set forth in this Policy are guidelines only, and appropriate judgment should be exercised in connection with any trade in the Company’s securities.
A Covered Person may, from time to time, have to forego a proposed transaction in the Company’s securities even if the Covered Person planned to make the transaction before learning of the Material Nonpublic Information and even though the Covered Person believes he or she may suffer an economic loss or forego anticipated profit by waiting.
Any Company Personnel or Company Consultants who know of any material information concerning the Company that has not been disclosed to the public must report such information promptly to the Chief Executive Officer, Chief Financial Officer or General Counsel of the Company.
Company Personnel and Company Consultants are expected to be responsible for the compliance of their Related Parties, as defined above.
Remember that if securities transactions ever become the subject of scrutiny, they are likely to be viewed after-the- fact with the benefit of hindsight. As a result, before engaging in any transaction, Covered Persons should carefully consider how the transaction may be construed in the bright light of hindsight.
POTENTIAL CRIMINAL AND CIVIL LIABILITY AND/OR DISCIPLINARY ACTION:
Section 1. Liability for Insider Trading. Under the federal securities laws, Insiders may be subject to civil fines of up to three times the profit gained or loss avoided through the trade and criminal fines of up to
$5,000,000 and up to twenty years in jail for engaging in transactions in the Company’s securities at
a time when they are aware of nonpublic information regarding the Company.
Section 2. Liability for Tipping. Insiders may also be liable for improper transactions by any tippee to whom they have disclosed nonpublic information regarding the Company or to whom they have made recommendations or expressed opinions on the basis of such information as to trading in the Company's securities. The SEC has imposed large penalties even when the disclosing person did not profit financially from the trading.
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Section 3. Possible Disciplinary Actions. Employees of the Company who violate this Policy shall also be subject to disciplinary action by the Company, which may include ineligibility for future participation in the Company's equity incentive plans or termination of employment.
The SEC, the stock exchanges, and FINRA (Financial Industry Regulatory Authority) use sophisticated electronic surveillance techniques to uncover insider trading and tipping.
COMPLIANCE PROCEDURES:
Section 1. Policy and Information Distribution and Posting. The Company will distribute a calendar of quarterly Trading Windows to all persons subject to the quarterly Trading Windows. A copy of the current version of this Policy and the quarterly Trading Window calendar may also be requested from the General Counsel.
Section 2. Training. The Company provides training on this Policy and the insider trading rules to all Company Personnel from time to time. Company Personnel are required to attend trainings assigned to them.
INQUIRIES: Please direct any questions as to any of the matters discussed in this Policy to the General Counsel.
APPENDIX A
Guidelines for Rule 10b5-1 Plans
The following guidelines apply to all Rule 10b5-1 Plans entered into by Covered Persons:
•Covered Persons may not enter into or modify a Rule 10b5-1 Plan when the Trading Window is closed or while otherwise aware of Material Nonpublic Information.
•For directors and officer subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), no transaction may take place under a Rule 10b5-1 Plan until expiration of a cooling-off period consisting of the later of (i) 90 days after adoption or modification (e.g., a change in the amount, price or timing) of the Rule 10b5-1 Plan or (ii) two business days following the disclosure of the Company’s financial results in a Form 10-Q or Form 10-K for the fiscal quarter (the Company’s fourth fiscal quarter in the case of a Form 10-K) in which the Rule 10b5-1 Plan was adopted or modified, but in any event, this required cooling-off period is subject to a maximum of 120 days after adoption or modification of the Rule 10b5-1 Plan.
•For persons other than directors and officers subject to Section 16 of the Exchange Act, no transaction may take place under a Rule 10b5-1 Plan until the expiration of a cooling-off period that is 30 days following the adoption or modification of a Rule 10b5-1 Plan.
•Subject to certain limited exceptions specified in Rule 10b5-1, a Covered Person may not have more than one Rule 10b5-1 Plan in effect at any same time.
•Subject to certain limited exceptions specified in Rule 10b5-1, a Covered Person may only enter into a Rule 10b5-1 Plan that is designed to effect an open market purchase or sale of the total amount of securities subject to the Rule 10b5-1 Plan as a single transaction (a “single-transaction plan”) if the
Covered Person has not entered into a “single-transaction plan” in the prior 12 months.
•The Covered Person must act in good faith with respect to a Rule 10b5-1 Plan. A Rule 10b5-1 Plan cannot be entered into as part of a plan or scheme to evade the prohibitions of Rule 10b-5.
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•Directors and officers subject to Section 16 of the Exchange Act must include a representation in the Rule 10b5-1 Plan that (i) the person is not aware of material nonpublic information about the Company or Company securities and (ii) the person is adopting the plan in good faith and not as part of plan or scheme to evade the prohibitions of Rule 10b-5.
The Company and the Company’s directors and officers subject to Section 16 of the Exchange Act must make certain disclosures in SEC filings concerning Rule 10b5-1 Plans. Accordingly, such directors and officers must provide any information requested by the Company regarding Rule 10b5-1 Plans for the purpose of providing the required disclosures or any other disclosures that the Company deems to be appropriate under the circumstances.
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Exhibit 21
SUBSIDIARIES OF THE REGISTRANT
at August 29, 2026
| Jurisdiction of | Percent of | |||||||||||||
| Name of Corporation | Incorporation | Ownership | ||||||||||||
| Winnebago Industries, Inc. | Minnesota | Parent | ||||||||||||
| Winnebago of Indiana, LLC | Iowa | 100% | ||||||||||||
| Grand Design RV, LLC | Indiana | 100% | ||||||||||||
| Winnebago Industries Holdco, LLC | Delaware | 100% | ||||||||||||
| Octavius Corporation | Delaware | 100% | ||||||||||||
| Chris Craft USA, Inc. | Delaware | 100% | ||||||||||||
| CC Marine Brand Acquisition, LLC | Delaware | 100% | ||||||||||||
| Chris Craft Corporation | Delaware | 100% | ||||||||||||
| CC Property Acquisition, LLC | Delaware | 100% | ||||||||||||
| Newmar Corporation | Indiana | 100% | ||||||||||||
| Barletta Boat Company, LLC | Indiana | 100% | ||||||||||||
| Lithionics Battery, LLC | Florida | 100% | ||||||||||||
| Great Outdoor Ventures LLC | Delaware | 100% | ||||||||||||
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-292292, 333-31595, 333-47123, 333-113246, 333-194854, 333-222261, 333-232220 and 333-276170 on Form S-8 of our reports dated October 21, 2026, relating to the financial statements of Winnebago Industries, Inc. and the effectiveness of Winnebago Industries, Inc.'s internal control over financial reporting appearing in this Annual Report on Form 10-K for the year ended August 29, 2026.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
October 21, 2026
Exhibit 31.1
CERTIFICATION BY CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Michael J. Happe, Chief Executive Officer of Winnebago Industries, Inc., certify that:
1.I have reviewed this Annual Report on Form 10-K of Winnebago Industries, Inc. (the "Registrant");
2.Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;
3.Based on my knowledge, the financial statements and other financial information included in this Annual Report fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Annual Report;
4.The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Annual Report based on such evaluation;
d.Disclosed in this Annual Report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in this case) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting;
5.The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's Board of Directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
| Date: | October 21, 2026 | By: | /s/ Michael J. Happe | |||||||||||
| Michael J. Happe | ||||||||||||||
| Chief Executive Officer, President | ||||||||||||||
Exhibit 31.2
CERTIFICATION BY CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Bryan L. Hughes, Chief Financial Officer of Winnebago Industries, Inc., certify that:
1.I have reviewed this Annual Report on Form 10-K of Winnebago Industries, Inc. (the "Registrant");
2.Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;
3.Based on my knowledge, the financial statements and other financial information included in this Annual Report fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Annual Report;
4.The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Annual Report based on such evaluation;
d.Disclosed in this Annual Report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in this case) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting;
5.The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's Board of Directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
| Date: | October 21, 2026 | By: | /s/ Bryan L. Hughes | |||||||||||
| Bryan L. Hughes | ||||||||||||||
| Chief Financial Officer and Senior Vice President | ||||||||||||||
| (Principal Financial and Accounting Officer) | ||||||||||||||
Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Michael J. Happe, Chief Executive Officer of Winnebago Industries, Inc. (the "Company"), hereby certify that to my knowledge:
a.The Annual Report on Form 10-K for the year ended August 29, 2026 (the "Report") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
b.The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | October 21, 2026 | By: | /s/ Michael J. Happe | |||||||||||
| Michael J. Happe | ||||||||||||||
| Chief Executive Officer, President | ||||||||||||||
Exhibit 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Bryan L. Hughes, Chief Financial Officer of Winnebago Industries, Inc. (the "Company"), hereby certify that to my knowledge:
a.The Annual Report on Form 10-K for the year ended August 29, 2026 (the "Report") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
b.The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | October 21, 2026 | By: | /s/ Bryan L. Hughes | |||||||||||
| Bryan L. Hughes | ||||||||||||||
| Chief Financial Officer and Senior Vice President | ||||||||||||||
| (Principal Financial and Accounting Officer) | ||||||||||||||