Every material Form 8-K Winnebago Industries has filed with the SEC since October 23, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Winnebago Industries disclosed that Stacy L. Bogart, Senior Vice President, Chief Legal Officer and Corporate Secretary, has decided to retire effective December 31, 2026. The company plans to name a successor on or before that date, so shareholders will learn who replaces her in the coming weeks.
Stacy L. Bogart notified the company of her retirement decision on October 31, 2026
Retirement is effective December 31, 2026
Company plans to announce a successor on or before December 31, 2026
Bogart also holds the Corporate Secretary and Corporate Responsibility roles
Winnebago Industries entered a cooperation agreement with activist investor Vision One, under which the company will nominate Jay L. Johnson, Lamar Advertising's CFO, as an independent director at its 2026 annual meeting and add him to the Audit and Finance Committee. Vision One has withdrawn its September 15, 2026 shareholder proposals and director nominations, and the company will seek shareholder approval to phase out its classified board over three years.
Jay L. Johnson to be nominated as an independent Class III director for a term expiring at the 2029 annual meeting
Vision One withdrew its notice of shareholder proposals and director nominations dated September 15, 2026, and will cease solicitation for the 2026 annual meeting
Board to be phased from classified to annual elections, with all directors standing for election beginning at the 2029 annual meeting
2026 annual meeting is expected to be held in December
Winnebago reported fourth-quarter fiscal 2026 net revenues of $645.1 million, down 17.0% from a year earlier, and reported diluted EPS of $0.34 versus $0.49. For the full year, net revenues fell 3.4% to $2.7 billion while reported diluted EPS rose to $1.21 from $0.91. The company guided fiscal 2027 reported diluted EPS to $0.90 to $1.50 on consolidated net revenues of $2.65 to $2.80 billion.
Q4 net revenues were $645.1 million versus $777.3 million; gross margin was 12.5% versus 12.8%
Full-year net income was $34.5 million, or $1.21 per diluted share, versus $0.91; adjusted EPS was $1.79 versus $1.67
Net leverage improved to 2.2x from 3.0x at the third quarter end; cash and cash equivalents were $181.4 million
Quarterly cash dividend increased 3% to $0.36 per share; fiscal 2027 adjusted EPS guidance is $1.65 to $2.25
Winnebago Industries and three subsidiaries entered a Third Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A. as administrative agent, replacing the 2022 facility and extending its maturity to August 20, 2031. The company reported no borrowings outstanding under the facility, so the change is administrative on its face, though it governs the terms of future borrowing.
Asset-based credit facility of up to $350 million under the existing agreement, now amended and restated
Maturity extended to August 20, 2031; borrowings secured by substantially all assets of the borrowers
Applicable spread of 1.25%-1.75% plus SOFR-based rates; commitment fee of 0.25% per annum
No borrowings outstanding as of the filing; 1.25% spread applies if at least 66% of commitment stays available
Winnebago Industries reported third-quarter fiscal 2026 net revenues of $698.7 million, down 9.9% from $775.1 million a year earlier, with diluted EPS of $0.51 versus $0.62. The company lowered its fiscal 2026 reported and adjusted EPS guidance, citing weak retail demand, cautious dealer ordering and a challenging outlook for the RV sector.
Q3 net revenues of $698.7 million, down 9.9%; adjusted diluted EPS of $0.66 versus $0.81 a year earlier
Fiscal 2026 reported EPS guidance cut to $1.05 to $1.40 from $1.50 to $2.20; adjusted EPS guidance cut to $1.65 to $2.00 from $2.10 to $2.80
Fiscal 2026 consolidated net revenue guidance of $2.65 billion to $2.75 billion; calendar 2026 North American RV wholesale shipments expected at 290,000 to 310,000 units
Quarterly cash dividend of $0.35 per share approved May 15, 2026, payable June 24, 2026
Winnebago Industries named Emily R. Silver to its Board of Directors effective May 1, 2026. Ms. Silver is senior vice president, chief marketing, e-commerce and athlete experience officer at DICK'S Sporting Goods and previously spent 16 years at PepsiCo, and the filing says she will serve as an independent director and sit on the Human Resources and Technology and Innovation committees.
Emily R. Silver joins the board effective May 1, 2026 as a Class I director, which brings the board to ten members
Ms. Silver will serve on the Human Resources Committee and the Technology and Innovation Committee
She is expected to stand for election at the 2026 annual meeting of shareholders
The filing reports no related-party transactions under Item 404(a) of Regulation S-K
Winnebago Industries reported second-quarter fiscal 2026 net revenues of $657.4 million, up 6.0% from a year earlier, and net income of $4.8 million, or $0.17 per diluted share, compared with a net loss of $0.4 million a year earlier. The company raised its reported EPS guidance to $1.50 to $2.20 from $1.40 to $2.10 and maintained its revenue and adjusted EPS guidance, which is now $2.10 to $2.80 adjusted EPS.
Net revenues $657.4 million vs $620.2 million in Q2 fiscal 2025, driven mainly by price adjustments and product mix
Net income $4.8 million, or $0.17 per diluted share, vs net loss of $0.4 million, or $0.02 per share, a year earlier
Adjusted EPS $0.27 vs $0.19 a year earlier; Motorhome RV operating income rose to $7.5 million from a $0.6 million loss
Reported EPS guidance raised to $1.50 to $2.20; consolidated net revenues guidance of $2.8 billion to $3.0 billion maintained
Winnebago Industries reported first quarter fiscal 2026 net revenues of $702.7 million, up 12.3% from $625.6 million a year earlier, and net income of $5.5 million, or $0.19 per diluted share, compared with a net loss of $5.2 million a year earlier. The company raised its fiscal 2026 consolidated net revenue range and its reported and adjusted earnings per share guidance ranges, which sets a higher outlook for shareholders for the year.
Net revenues rose 12.3% to $702.7 million; gross profit margin was 12.7% versus 12.3% a year earlier.
Adjusted EBITDA was $30.2 million, up 109.7% from $14.4 million.
Fiscal 2026 reported EPS guidance is now $1.40 to $2.10, up from $1.25 to $1.95; adjusted EPS guidance is $2.10 to $2.80, up from $2.00 to $2.70.
Management expects second quarter fiscal 2026 results to be stronger than a year earlier but seasonally lower than the first quarter; quarterly dividend of $0.35 per share is payable January 28, 2026.
At the December 16, 2025 annual meeting, Winnebago shareholders approved an amended 2019 Omnibus Incentive Plan that adds 820,000 shares and extends the plan's term, and an amended Employee Stock Purchase Plan that adds 200,000 shares. Shareholders also elected three Class II directors, approved the named executive officer compensation in a non-binding vote, and ratified Deloitte & Touche LLP as auditor for fiscal 2026.
Incentive plan approved with 19,554,470 votes for and 1,269,526 against, plus an additional 820,000 shares and an extended term.
Employee Stock Purchase Plan approved with 20,562,730 votes for and 277,523 against, plus an additional 200,000 shares.
Kevin E. Bryant, John M. Murabito and Michael E. Pack elected Class II directors for three-year terms ending in 2028.
Deloitte & Touche LLP ratified as independent registered public accountant for the fiscal year ending August 29, 2026, with 23,759,789 votes for.
Winnebago reported fourth-quarter fiscal 2025 net revenues of $777.3 million, up 7.8%, and net income of $13.7 million, or $0.49 per diluted share, versus a net loss a year earlier. For the full year, revenues fell 5.9% to $2,798.2 million and adjusted earnings per diluted share fell to $1.67 from $3.40, while the company issued fiscal 2026 guidance of $2.75 billion to $2.95 billion in net revenues and $2.00 to $2.70 in adjusted EPS.
Q4 fiscal 2025: net revenues $777.3 million, up 7.8%; adjusted EPS $0.71, up 153.6%
Full year fiscal 2025: net revenues $2,798.2 million, down 5.9%; net income $25.7 million, or $0.91 per diluted share
Full year fiscal 2025 adjusted EPS $1.67, down 50.9% from $3.40; adjusted EBITDA $121.9 million, down 36.0%
Fiscal 2026 outlook: net revenues $2.75 billion to $2.95 billion; reported EPS $1.25 to $1.95; adjusted EPS $2.00 to $2.70
Winnebago Industries disclosed that director Jacqueline D. Woods resigned from its Board effective August 4, 2025, under the company's Corporate Governance Policy after a change in her principal employment. The filing does not describe any replacement or other board action, and it reports no financial results.
Jacqueline D. Woods resigned from the Board of Directors effective August 4, 2025.
The Board accepted the resignation on August 4, 2025.
Her resignation followed a change in her principal employment, per the company's Corporate Governance Policy.
Winnebago Industries reported fiscal third-quarter 2025 results for the period ended May 31, 2025. Net revenues were $775.1 million, down 1.4%, and diluted EPS was $0.62 versus $0.96 a year earlier, with adjusted EPS of $0.81, down 26.4%. The company also updated its fiscal 2025 outlook, which now calls for net revenues of $2.7 billion to $2.8 billion and adjusted EPS of $1.20 to $1.70.
Net revenues of $775.1 million, down 1.4% from $786.0 million; gross profit margin fell 130 basis points to 13.7%
Motorhome RV adjusted EBITDA margin was 1.0% versus 4.5% a year earlier; Towable RV was 9.5% versus 10.9%; Marine rose to 11.6% from 9.7%
Updated fiscal 2025 guidance: net revenues of $2.7 billion to $2.8 billion, reported diluted EPS of $0.50 to $1.00, adjusted diluted EPS of $1.20 to $1.70
Board approved a quarterly cash dividend of $0.34 per share, payable June 25, 2025, to holders of record on June 11, 2025
Winnebago Industries reported preliminary unaudited results for its fiscal third quarter ended May 31, 2025, with net revenues of about $775 million and diluted EPS of $0.55 to $0.65. The company said net revenue for its Winnebago Motorhomes unit over the last two quarters of fiscal 2025 is expected to be significantly lower than previously anticipated, and it will update its full-year outlook on June 25, 2025.
Preliminary Q3 fiscal 2025 net revenues of approximately $775 million
Diluted EPS range $0.55 to $0.65; adjusted diluted EPS range $0.75 to $0.85
Motorhomes net revenue for the last two fiscal 2025 quarters expected significantly lower than previously anticipated
Full-year fiscal 2025 outlook to be updated with Q3 results on June 25, 2025
Winnebago Industries reported second-quarter fiscal 2025 results for the period ended March 1, 2025, with net revenues down 11.8% year over year to $620.2 million and a net loss of $0.4 million, or $0.02 per diluted share. Adjusted earnings per diluted share fell 79.6% to $0.19, and the company updated its fiscal 2025 outlook to sales of $2.8 billion to $3.0 billion and adjusted earnings per share of $2.75 to $3.75. Shareholders face lower revenue and profit in the quarter, and the updated range is the company's current view of the full year.
Net revenues were $620.2 million, down from $703.6 million a year earlier, with Motorhome RV revenue down 30.4%.
Adjusted EBITDA was $22.8 million, down 54.2% from $49.8 million; gross margin fell to 13.4% from 15.0%.
Fiscal 2025 outlook: sales of $2.8 billion to $3.0 billion, reported EPS of $2.10 to $3.10, adjusted EPS of $2.75 to $3.75.
The company completed a $100 million tender for its 6.25% Senior Secured Notes due 2028 and repurchased $20 million of its stock during the quarter.
Winnebago Industries appointed Michael E. Pack, executive vice president, chief financial officer and president of Vocational at Oshkosh Corporation, to its board effective January 8, 2025. He fills the seat left by Richard Moss, who retired in December 2024 after seven years on the board, and will serve on the Audit and Technology and Innovation committees.
Pack joins the board effective January 8, 2025 as a Class II director
Pack will serve on the Audit Committee and the Technology and Innovation Committee
Pack succeeds Richard Moss, who retired in December 2024 after seven years on the board
Kevin Bryant, a director since 2021, was appointed to succeed Moss as Audit Committee chair
Winnebago reported first-quarter fiscal 2025 results on December 20, 2024, with revenue down 18.0% and a net loss, while narrowing its full-year EPS range and keeping the midpoint unchanged. At its December 17, 2024 annual meeting, shareholders elected three Class I directors, approved executive pay in a non-binding vote and ratified Deloitte & Touche LLP as auditor for fiscal 2025. Management attributed the revenue decline mainly to lower unit volume and said the second quarter is likely to remain challenged.
Revenue was $625.6 million, down 18.0% from $763.0 million a year earlier; net loss was $5.2 million, or $0.18 per diluted share, versus net income of $25.8 million ($0.78 per diluted share).
Adjusted EBITDA was $14.4 million, down 73.4% from $54.1 million; Towable RV margin was 5.3% vs. 10.0% and Motorhome RV margin was 1.0% vs. 6.4%, while Marine revenue rose 3.6% to $90.5 million.
Fiscal 2025 reported EPS guidance was narrowed to $2.50 to $3.80 from $2.40 to $3.90, with the midpoint unchanged; consolidated revenue guidance of $2.9 billion to $3.2 billion was reaffirmed.
The company repurchased $30.0 million of shares in the quarter and approved a quarterly dividend of $0.34 per share, payable January 29, 2025.
Winnebago Industries disclosed that director Richard D. Moss notified the Board on October 28, 2024, that he intends to resign at the 2024 annual meeting of shareholders. Mr. Moss has served on the Board since 2017. The filing does not state a reason for the resignation or name a replacement.
Richard D. Moss gave notice of his intention to resign on October 28, 2024.
His resignation is planned for the 2024 annual meeting of shareholders.
Mr. Moss has served on the Board since 2017.
The filing does not name a successor or give a reason for the departure.
Winnebago Industries reported fourth-quarter and full-year fiscal 2024 results on October 23, 2024. Fourth-quarter revenue fell 6.5% to $720.9 million and the company posted a net loss of $29.1 million, which included a $30.3 million goodwill impairment tied to Chris-Craft. The company also issued fiscal 2025 guidance of $2.9 billion to $3.2 billion in revenue and reported EPS of $2.40 to $3.90, which shareholders will weigh against the weaker fiscal 2024 results.
Q4 fiscal 2024 net loss of $29.1 million, or $1.01 per diluted share, compared with net income of $43.8 million, or $1.28 per diluted share, a year earlier
Full-year fiscal 2024 revenue of $2,973.5 million, down 14.8%, and reported diluted EPS of $0.44 versus $6.23 in fiscal 2023
Fiscal 2025 guidance: revenue of $2.9 billion to $3.2 billion, reported EPS of $2.40 to $3.90, and adjusted EPS of $3.00 to $4.50
Chris West named President of the Winnebago branded Motorhome and Specialty Vehicles business; Don Clark promoted to Group President
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