Risk Factors Dashboard

Once a year, publicly traded companies issue a comprehensive report of their business, called a 10-K. A component mandated in the 10-K is the ‘Risk Factors’ section, where companies disclose any major potential risks that they may face. This dashboard highlights all major changes and additions in new 10K reports, allowing investors to quickly identify new potential risks and opportunities.

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Risk Factors - WGO

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Item 1A. Risk Factors.

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.

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.

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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. 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. 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. 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.

Seasonal demand patterns result in fluctuations in our sales and net income.

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.

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. 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.

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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. 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.

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.

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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. 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.

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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.

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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.

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.

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.

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. 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. 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.

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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.

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.

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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.

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. 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. 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.

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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.

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.

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.

Item 1B. Unresolved Staff Comments.

None.

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Item 1C. Cybersecurity.

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.

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.

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