Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Item 1.01 Entry into a Material Definitive Agreement. On August 20, 2026, Winnebago Industries, Inc., Winnebago of Indiana, LLC, Grand Design RV, LLC and Newmar Corporation (collectively, the “Borrowers”) entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”) among the Borrowers, the other loan parties party thereto from time to time, the lenders party thereto from tim…
Filed Aug 21, 2026Accepted Aug 21, 2026, 4:05 PM EDTCIK 107687Accession 0001104659-26-099676
Winnebago Industries, Inc. is a leading North American manufacturer of outdoor recreation products under the Winnebago, Grand Design, Chris-Craft, Newmar and Barletta brands, which are used primarily in leisure travel and outdoor recreation activities. The Company builds high-quality motorhomes, travel trailers, fifth-wheel products, outboard and sterndrive powerboats, pontoons, and commercial community outreach vehicles. Committed to advancing sustainable innovation and leveraging vertical integration in key component areas, Winnebago Industries has multiple facilities in Iowa, Indiana, Minnesota and Florida. The Company’s common stock is listed on the New York Stock Exchange and traded under the symbol WGO. For access to Winnebago Industries' investor relations material or to add your name to an automatic email list for Company news releases, visit http://investor.wgo.net.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On August
20, 2026, Winnebago Industries, Inc., Winnebago of Indiana, LLC, Grand Design RV, LLC and Newmar Corporation (collectively, the “Borrowers”)
entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”) among the Borrowers, the other loan parties
party thereto from time to time, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as the administrative agent
(the “Administrative Agent”).
The Credit
Agreement amends and restates in its entirety that certain Second Amended and Restated Credit Agreement dated as of July 15, 2022, as
amended by that certain Amendment No. 1 to Second Amended and Restated Credit Agreement, dated as of March 18, 2024, by and among the
Borrowers, the other loan parties party thereto, the lenders party thereto from time to time and the Administrative Agent (the “Existing
Credit Agreement”), which provided for a five-year asset-based lending credit facility of up to $350 million.
Among other
things, the new Credit Agreement extends the maturity date applicable thereunder to August 20, 2031 and makes certain reporting, covenant
and other modifications.
The Borrowers’
obligations to repay amounts borrowed under the Credit Agreement are secured by liens on substantially all of the assets of the Borrowers
and certain of their subsidiaries, and the amount available for borrowing under the Credit Agreement is limited to the lesser of the facility
total and the calculated borrowing base, which is based on certain loan percentages applied to eligible accounts receivable and eligible
inventories of the Borrowers. Borrowings under the Credit Agreement, subject to availability, may be made at the election of the Borrowers
based on various rates plus applicable spreads depending on the amount of borrowings outstanding. Borrowings under the Credit Agreement
bear interest at a floating rate consisting of an applicable spread of between 1.25%-1.75% (the “Applicable Spread”) based
upon the average daily amount of the facility available but unused during the most recent quarter plus, at the Borrowers’ election,
either term SOFR or REVSOFR30, as well as a commitment fee of 0.25% per annum on the average daily amount of the facility available but
unused. The Borrowers currently have no borrowings outstanding and, so long as at least 66% of the aggregate commitment under the facility
remains available but unused during the most recent fiscal quarter, would pay an Applicable Spread of 1.25% plus the floating rates set
forth above on any future borrowings under the Credit Agreement and currently pay a commitment fee of 0.25% on the average daily amount
of the facility available, but unused. The Credit Agreement contains customary representations, warranties, affirmative and negative covenants,
limitations and events of default, consistent with the Existing Credit Agreement.
The foregoing description of the Credit
Agreement is qualified in its entirety by reference to the full text of the Third Amended and Restated Credit Agreement
filed as Exhibit 10.1 hereto.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure in Item 1.01 of this Current Report
on Form 8-K is incorporated in its entirety into this Item 2.03 by this reference.