Winnebago Industries Inc: Form 10-K for the period ended Aug 29, 2026

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 (http://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:

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.

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:

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.

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.

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.

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.

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.

Information about our Executive Officers

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

We view cybersecurity as a shared responsibility. Our employees are trained through annual security training, regular phishing simulations, and frequent communications about cybersecurity threats.

Governance

Our cybersecurity program is led by our Vice President of Information Security and overseen by our Chief Information Officer (“CIO”). Our Vice President of Information Security, who is responsible for assessing and managing our information technology risks, including cybersecurity, joined Winnebago Industries in July 2021 and has over 25 years of experience in heavily regulated industries such as finance and healthcare. She has held multiple roles in Information Security and IT, demonstrating expertise and versatility in navigating the threat landscape of cybersecurity. Our CIO reports to our Senior Vice President – Chief Financial Officer, Investor Relations, Information Technology and Business Development, a member of our senior leadership team who reports to our President and Chief Executive Officer.

The Audit Committee of our Board of Directors provides oversight of our ERM program, of which cybersecurity is an integral component. Members of the Audit Committee receive updates on a quarterly basis, or more frequently as appropriate, from our CIO regarding existing and new cybersecurity risks, the effectiveness and continued maturity of our cybersecurity program, cybersecurity incidents (if any), and other relevant topics that help the committee provide effective oversight. In addition, the Board of Directors also receives an Information Security Services update on an annual basis from our Vice President of Information Security and our CIO. These updates cover a wide range of topics, including but not limited to, reviewing trends and program maturity, key metrics, current and emerging cybersecurity risks, and other cybersecurity developments.

We do not believe we have experienced any cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition, including in Fiscal 2026. However, cyber threats continue to evolve, and there can be no assurance 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.

The principal facilities used in our operations are in the following locations:

(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.

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.

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.

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)

(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.

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)

(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.

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)

(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.

Marine

The following is an analysis of key changes in our Marine segment for Fiscal 2026 and 2025:

(in millions, except ASP and units)

(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.

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)

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.

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.

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.

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.

Interest Rate Risk

The ABL Credit Facility is our only floating rate debt instrument, which remains undrawn as of August 29, 2026.

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.