WINNEBAGO INDUSTRIES INC
For the period ended May 30, 2026. Filed Jun 25, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
May 30, 2026 · Filed Jun 25, 2026
WGO$31.34-5.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-02-28; filed 2026-03-25.
0001628280-26-021020
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-05-30; filed 2026-06-25.
0001628280-26-045496
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 110 previous paragraphs and 109 current paragraphs.
79 unchanged; 21 reworded; 7 added; 6 removed; 4 previous and 2 current paragraphs rearranged.
Tables are not compared: 9 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (7)
Current report
Recently, 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, which could result in higher borrowing costs for consumers.
Current report
NM: Not meaningful.
Current report
Operating income margin decreased primarily due to higher input costs and volume deleverage, partially offset by selective price adjustments.
Current report
Results of Operations - Nine Months Ended May 30, 2026 Compared to the Nine Months Ended May 31, 2025
Current report
NM: Not meaningful.
Current report
Net revenues increased primarily due to higher unit volume, selective price adjustments and product mix.
Current report
Operating income margin decreased primarily due to higher input costs and deleverage, partially offset by selective price adjustments.
Removed paragraphs (6)
Previous report
Operating income margin decreased primarily due to higher warranty expense and volume deleverage.
Previous report
Results of Operations - Six Months Ended February 28, 2026 Compared to the Six Months Ended March 1, 2025
Previous report
Net revenues increased primarily due to selective price adjustments, higher unit volume, and product mix.
Previous report
Net revenues increased primarily due to selective price adjustments, partially offset by a shift in product mix toward lower price-point models.
Previous report
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.
Previous report
Operating income margin decreased primarily due to higher warranty expense and volume deleverage.
Reworded paragraphs (21)
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. While competitive 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 also continues to be challenged by additional 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. Competitive market pressures continue to be observed across our portfolio.
Previous wording
On February 20, 2026, the United States Supreme Court issued a decision concluding that the International Emergency Economic Powers Act does not authorize the imposition of tariffs. The financial impact of this decision cannot be reasonably estimated at this time. Any potential recoveries of previously paid tariffs will depend on further legal interpretation and administrative procedures. We will continue to monitor developments and will assess the effect of the ruling on future reporting periods as additional information becomes available.
Current wording
On February 20, 2026, the United States Supreme Court issued a decision concluding that the International Emergency Economic Powers Act (IEEPA) does not authorize the imposition of tariffs. The financial impact of this decision cannot be reasonably estimated at this time; however, this decision did not have a material impact on our financial statements for the nine months ended May 30, 2026. We will continue to monitor developments and will assess the effect of the ruling or of impending refund of tariffs directly associated with IEEPA on future reporting periods as additional information becomes available.
Previous wording
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.
Current wording
Net revenues decreased primarily due to lower unit volume, partially offset by selective price adjustments and product mix.
Previous wording
Gross profit as a percentage of revenue was consistent with prior year as selective price adjustments were offset by higher input costs and slightly higher warranty expense.
Current wording
Gross profit as a percentage of revenue was consistent with prior year as higher input costs and deleverage were largely offset by selective price adjustments.
Previous wording
Operating income margin decreased primarily due to volume deleverage and product mix, largely offset by selective price adjustments and cost containment initiatives.
Current wording
Operating income margin decreased primarily due to higher input costs, volume deleverage, and product mix, partially offset by selective price adjustments and cost containment initiatives.
Previous wording
Net revenues increased primarily due to higher unit volume, product mix, and selective price adjustments.
Current wording
Net revenues increased primarily due to higher unit volume and selective price adjustments.
Previous wording
Net revenues increased primarily due to higher unit volume driven by new products, partially offset by product mix.
Current wording
Operating income margin increased primarily due to higher unit volume driven by new products and selective price adjustments, partially offset by higher input costs.
Previous wording
The following is an analysis of changes in key items included in the Consolidated Statements of Income for the six months ended February 28, 2026 compared to the six months ended March 1, 2025:
Current wording
The following is an analysis of changes in key items included in the Consolidated Statements of Income for the nine months ended May 30, 2026 compared to the nine months ended May 31, 2025:
Previous wording
Net revenues increased primarily due to selective price adjustments and product mix, partially offset by lower unit volume.
Current wording
Net revenues increased primarily due to selective price increases and product mix, partially offset by lower unit volume.
Previous wording
Operating income margin was consistent with prior year as selective price adjustments were largely offset by higher warranty expense.
Current wording
Gross profit as a percentage of revenue was consistent with prior year as higher input costs were largely offset by selective price adjustments.
Previous wording
The loss on note repurchase recorded in the three months ended February 28, 2026 and March 1, 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 1 of Part I of this Quarterly Report on Form 10-Q for further information.
Current wording
The loss on note repurchase recorded in the nine months ended May 30, 2026 and May 31, 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 1 of Part I of this Quarterly Report on Form 10-Q for further information.
Previous wording
The change in our effective tax rate is primarily attributable to higher pre-tax income, partially offset by the impact of discrete tax benefits in the current year as compared to the prior year.
Current wording
The change in our effective tax rate was driven primarily by the impact of increased R&D tax credits and discrete tax benefits in the current year as compared to the prior year.
Previous wording
The following is an analysis of key changes in our Towable RV segment for the six months ended February 28, 2026 compared to the six months ended March 1, 2025:
Current wording
The following is an analysis of key changes in our Towable RV segment for the nine months ended May 30, 2026 compared to the nine months ended May 31, 2025:
Previous wording
The following is an analysis of key changes in our Motorhome RV segment for the six months ended February 28, 2026 compared to the six months ended March 1, 2025:
Current wording
The following is an analysis of key changes in our Motorhome RV segment for the nine months ended May 30, 2026 compared to the nine months ended May 31, 2025:
Previous wording
Operating income margin increased primarily due to volume leverage.
Current wording
Operating income margin increased primarily due to selective price adjustments and volume leverage, partially offset by higher input costs.
Previous wording
The following is an analysis of key changes in our Marine segment for the six months ended February 28, 2026 compared to the six months ended March 1, 2025:
Current wording
The following is an analysis of key changes in our Marine segment for the nine months ended May 30, 2026 compared to the nine months ended May 31, 2025:
Previous wording
During the six months ended February 28, 2026, net cash provided by operating activities was $0.6 million compared to net cash used in operating activities of $27.2 million during the same period last year. The change in operating cash flow is primarily driven by higher profitability adjusted for non-cash items and favorable changes in net working capital.
Current wording
During the nine months ended May 30, 2026, net cash provided by operating activities was $26.2 million compared to net cash used in operating activities of $52.5 million during the same period last year. The change in operating cash flow is primarily driven by higher profitability adjusted for non-cash items and favorable changes in net working capital.
Previous wording
Cash used in financing activities decreased primarily due to minimal share repurchase activity in the current year compared to higher share repurchases in the prior year. During the six months ended February 28, 2026 and March 1, 2025, $100.0 million of debt was repurchased in each period.
Current wording
Cash used in financing activities decreased primarily due to the purchase of Senior Secured Notes pursuant to the 2025 tender offer and maturity of the 1.5% unsecured Convertible Senior Notes due 2025 in the prior year partially offset by the partial redemption of the Senior Secured Notes in the current year, and minimal share repurchase activity in the current year compared to higher share repurchases in the prior year. During the nine months ended May 30, 2026 and May 31, 2025, $100.0 million and $159.9 million of debt was repurchased in each period, respectively.
Previous wording
As of February 28, 2026, we had $47.4 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 May 30, 2026, we had $57.1 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
Working capital at February 28, 2026 and August 30, 2025 was $403.5 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.
Current wording
Working capital at May 30, 2026 and August 30, 2025 was $411.6 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 six months ended February 28, 2026, 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 February 28, 2026, 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 nine months ended May 30, 2026, no shares were repurchased under this authorization. Approximately 57,000 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 May 30, 2026, we have $180.0 million remaining on our Board approved repurchase authorization.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
The change in our effective tax rate is primarily attributable to an increase in R&D tax credits.
Current report — wording carried from elsewhere
Operating income margin decreased primarily due to higher input costs, deleverage, and product mix, partially offset by selective price adjustments, and cost containment initiatives.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
Gross profit as a percentage of revenue decreased primarily due to product mix, partially offset by selective price adjustments.
Previous report — wording carried elsewhere
The loss on note repurchase recorded in the six months ended February 28, 2026 and March 1, 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 1 of Part I of this Quarterly Report on Form 10-Q for further information.
Previous report — wording carried elsewhere
The change in our effective tax rate was driven primarily by higher pre-tax income in the current year as compared to the prior year.
Previous report — wording carried elsewhere
Operating income margin increased primarily due to volume leverage.