WINNEBAGO INDUSTRIES INC

Previous wording

Winnebago Industries, Inc. is a leading North American manufacturer of outdoor lifestyle products under the Winnebago, Grand Design, Chris-Craft, Newmar and Barletta Boat 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.

Current wording

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 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.

Previous wording

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 the first nine months of Fiscal 2025, these trends resulted in decreased sales due to declines in unit volume. While market pressures have been observed across our portfolio, they have been most acute in our Winnebago motorhome business. As part of our transformation of this business, we have recently taken significant steps to lower field inventory, improve working capital, align our production schedule to market demand, and accelerate stronger product value for our consumers in the future.

Current wording

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. While market pressures have been observed across our portfolio, they have been most acute in our Winnebago motorhome business. As part of our transformation of this business, we have recently taken significant steps to lower field inventory, improve working capital, align our production schedule to market demand, and accelerate stronger product value for our consumers in the future.

Previous wording

Net revenues increased primarily due to unit volume and targeted price increases, partially offset by product mix.

Current wording

Net revenues increased primarily due to higher unit volume and targeted price increases.

Previous wording

Gross profit as a percentage of revenue decreased primarily due to higher warranty experience, and deleverage associated with product mix, partially offset by operational efficiencies.

Current wording

Gross profit as a percentage of revenue increased primarily due to volume leverage, partially offset by higher warranty expense.

Previous wording

Operating expenses increased primarily due to investments to support the growth of the Grand Design motorhome and Barletta marine businesses, partially offset by cost reduction initiatives.

Current wording

Operating expenses decreased primarily due to cost reduction initiatives, partially offset by costs to support the growth of the Grand Design motorhome business.

Previous wording

Net revenues decreased primarily due to a shift in product mix toward lower price-point models, partially offset by higher unit volume.

Current wording

Net revenues increased primarily due to higher unit volume and targeted price increases, partially offset by a shift in product mix toward lower price point models.

Previous wording

Adjusted EBITDA margin increased due to targeted price increases and volume leverage, partially offset by product mix and higher warranty expense.

Current wording

Operating income margin increased primarily due to volume leverage, partially offset by higher warranty expense.

Previous wording

Adjusted EBITDA margin increased due to targeted price increases and volume leverage, partially offset by product mix.

Current wording

Net revenues increased primarily due to targeted price increases, partially offset by lower unit volume.

Previous wording

During the nine months ended May 31, 2025, net cash used in operating activities was $52.5 million compared to net cash provided by operating activities of $103.2 million during the same period last year. The change in operating cash flow is primarily driven by lower profitability adjusted for non-cash items, an increase in inventory to support the growth of the Grand Design motorhome business and an increase in accounts receivable due to timing of invoicing and collections.

Current wording

During the three months ended November 29, 2025, net cash provided by operating activities was $25.4 million compared to net cash used in operating activities of $16.7 million during the same period last year. The change in operating cash flow is primarily driven by favorable changes in net working capital and higher profitability adjusted for non-cash items.

Previous wording

Cash used in investing activities decreased primarily due to favorable changes in other investing activities and lower capital expenditures compared to the prior year. Other investing activities include cash proceeds from asset sales and strategic investment activity.

Current wording

Cash used in investing activities decreased primarily due to lower capital expenditures compared to the prior year partially offset by proceeds from asset sales in the prior year.

Previous wording

As of May 31, 2025, we had $10.5 million in cash and cash equivalents and $350.0 million in unused ABL Credit Facility. Our cash and cash equivalent balances consist of high quality, short-term money market instruments.

Current wording

As of November 29, 2025, we had $181.7 million in cash and cash equivalents and $350.0 million in unused ABL Credit Facility. Our cash and cash equivalent balances consist of high quality, short-term money market instruments.

Previous wording

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 February 3rd, 2025, we executed 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.

Current wording

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 February 3, 2025, we executed 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.

Previous wording

Working capital at May 31, 2025 and August 31, 2024 was $444.2 million and $584.0 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.

Current wording

Working capital at November 29, 2025 and August 30, 2025 was $488.1 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.

Previous wording

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. In the nine months ended May 31, 2025, we repurchased approximately 951,000 shares of our own common stock at a cost of $50.0 million under this authorization, and approximately 64,000 shares at a cost of $3.6 million to satisfy tax obligations on employee equity awards vested. We continually evaluate if share repurchases reflect a prudent use of our capital and, subject to compliance with our ABL Credit Facility and Senior Secured Notes, we may purchase shares in the future. As of May 31, 2025, we have $180.0 million remaining on our Board approved repurchase authorization.

Current wording

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. In the three months ended November 29, 2025, no shares were repurchased under this authorization. Approximately 55,000 shares at a cost of $1.7 million were repurchased to satisfy tax obligations on employee equity awards vested. We continually evaluate if share repurchases reflect a prudent use of our capital and, subject to compliance with our ABL Credit Facility and Senior Secured Notes, we may purchase shares in the future. As of November 29, 2025, we have $180.0 million remaining on our Board approved repurchase authorization.

Previous wording

On May 16, 2025, our Board of Directors approved a quarterly cash dividend of $0.34 per share payable on June 25, 2025, to common stockholders of record at the close of business on June 11, 2025.

Current wording

On December 17, 2025, our Board of Directors approved a quarterly cash dividend of $0.35 per share payable on January 28, 2026, to common stockholders of record at the close of business on January 14, 2026.