WINNEBAGO INDUSTRIES INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

WINNEBAGO INDUSTRIES, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Dear Fellow Shareholders,

Fiscal 2026 was a year of disciplined execution for Winnebago Industries. In a cautious retail environment, we focused on what we could control: strengthening products, aligning production with demand, reducing costs, generating cash and preserving balance sheet flexibility. We also prioritized channel health over near-term volume that could compromise quality, while advancing portfolio actions that improved flexibility and positioned us well for Fiscal 2027.

Product innovation remained central to our strategy. Across our brands, we introduced new offerings that broaden our reach by consumer need, price point and use case while reinforcing the quality and experience associated with Winnebago Industries. These launches, including the Winnebago Elora/Resa, ARKA off-grid adventure truck, Grand Design Lineage Series E motorhome and Foundation destination trailer, strengthen our portfolio and should contribute more as distribution expands and awareness grows.

Our Motorhome RV segment improved in Fiscal 2026, as Winnebago advanced its turnaround, Grand Design Motorized expanded its presence and Newmar remained strong in key categories. Together, these efforts helped return the segment to full-year profitability after an operating loss in Fiscal 2025. In Towable RV, Winnebago towables gained market traction with new and refreshed products, while Grand Design expanded into destination trailers and refreshed key models with floorplans tailored to specific customer use cases. In Marine, Barletta continued gaining share in the U.S. aluminum pontoon market, while Chris-Craft advanced its product refresh, including the reimagined Launch 27.

We also streamlined our manufacturing network to reduce complexity and improve capacity utilization. During the fourth quarter, we announced plans to relocate Winnebago towables production to Grand Design’s Middlebury, Indiana campus, consolidate select Grand Design lines and align Winnebago B-Van production with our core motorhome operations in Forest City, Iowa. These actions are expected to improve coordination across the portfolio, with benefits building through Fiscal 2027 and into Fiscal 2028.

We strengthened our financial position in Fiscal 2026 by redeeming $100 million of senior secured notes, renewing and extending our $350 million revolving credit facility through 2031 and increasing the quarterly dividend by 3% to $0.36 per share. We also generated operating cash flow of $169 million, supporting continued investment in the brands, products and capabilities that can strengthen our competitive position and long-term earnings power.

As we enter Fiscal 2027, our plan does not depend on the timing of an industry recovery; we are focused on executing operating actions already underway, maintaining capital discipline and building on the foundation established in Fiscal 2026 to drive market share, profitability and long-term earnings power.

On behalf of the Board, we offer heartfelt thanks to William C. Fisher, who is not standing for re-election when his current term expires. For more than a decade, his judgment, experience and commitment have served Winnebago Industries and our shareholders well.

The proxy statement includes several items that will be voted on at the upcoming 2026 Annual Meeting of Shareholders, which will be conducted virtually on Tuesday, December 15, 2026. Among these items are proposed amendments to our Articles of Incorporation and Bylaws that, if approved, would phase out our classified Board beginning in 2027, with all directors standing for annual election beginning in 2029. We encourage you to participate and vote your shares.

On behalf of the entire Winnebago Industries Board, thank you for your continued support and confidence. We are energized by the work ahead and focused on building a stronger Winnebago Industries for the long term.

John M. Murabito,

Chair of the Board of Directors

Michael J. Happe,

President and Chief Executive Officer

Notice of Annual Meeting of Shareholders to be held December 15, 2026

Winnebago Industries, Inc. (“Winnebago Industries” or the “Company”) will hold its 2026 annual meeting of shareholders (including any adjournments, postponements, recess or rescheduling thereof, the “Annual Meeting”) on Tuesday, December 15, 2026 at 4:00 p.m. Central Standard Time. The Annual Meeting will be completely virtual. This Notice of Annual Meeting of Shareholders and the accompanying proxy statement were either made available to you over the internet or mailed to you on or about November 3, 2026. At the Annual Meeting, shareholders will be asked to:

We will also conduct any other business properly brought before the Annual Meeting.

Implementation of Proposals 5 and 6 is conditioned on shareholder approval of both proposals. Neither amendment will become effective unless both proposals are approved. Approval of Proposals 1 through 4 is not conditioned on approval of either Proposal 5 or Proposal 6.

Only shareholders of record at the close of business on October 20, 2026 may vote at the Annual Meeting or any adjournment thereof.

By Order of the Board of Directors

Stacy L. Bogart

Senior Vice President - Chief Legal Officer, Corporate Secretary and Corporate Responsibility

Eden Prairie, MN

November 3, 2026

How to Vote

Your Vote Is Important

Please read this Proxy Statement and submit your vote as soon as possible. A prompt response is helpful and your cooperation is appreciated.

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