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Stock-Based Compensation Plans | 12 Months Ended
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Aug. 30, 2025
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation Plans | Stock-Based Compensation Plans On December 14, 2023, our shareholders approved the Amended and Restated 2019 Omnibus Incentive Plan (“Restated Plan”) as detailed in our Proxy Statement for the 2023 Annual Meeting of Shareholders. The Restated Plan continues to allow us to grant or issue non-qualified stock options, incentive stock options, share awards, and other equity compensation to key employees and to non-employee directors. The Restated Plan increased the number of shares of our common stock that may be awarded and issued under the Restated Plan by 2.4 million. As of August 30, 2025, 3.0 million shares remain available for future issuance, which will be increased by the number of shares subject to any outstanding awards under the Restated Plan or the 2014 Omnibus Equity, Performance Award, and Incentive Compensation Plan (“2014 Plan”) that expire or are forfeited or canceled. Share awards subject to full value awards granted under the Restated Plan will count as two shares against the share reserve. Awards under the 2014 Plan that were outstanding on December 14, 2023 will continue to be subject to the terms of the 2014 Plan, as applicable. Shares remaining available for future awards under the 2014 Plan were not carried over into the Restated Plan. Our outstanding options have a 10-year term. Options issued to employees generally vest over a three-year period in equal annual installments on the annual anniversary dates following the grant date. Share awards generally vest based either upon continued employment ("time-based") or upon attainment of specified goals. Outstanding share awards that are not time-based vest at the end of a three-year incentive period based upon the achievement of company performance goals ("performance-based"). Generally, time-based share awards vest in the same manner as options, except for time-based share awards to directors, which vest one year from the grant date. Beginning with our annual grant of restricted stock units in October 2018, dividend equivalents are attached to restricted stock units equal to dividends payable on the same number of shares of our common stock during the applicable period. Dividend equivalents, settled in cash, accrue on restricted stock unit awards during the vesting period. No dividend equivalents are paid on any restricted stock units that are forfeited prior to the vesting date. Our Employee Stock Purchase Plan ("ESPP") permits employees to purchase Winnebago Industries, Inc. common stock at a 15% discount from the market price at the end of semi-annual purchase periods and is compensatory. In Fiscal 2025 and 2024, approximately 75,000 shares and 47,000 shares, respectively, were purchased through the ESPP. Plan participants had accumulated $0.5 million for each period ended August 30, 2025 and August 31, 2024 to purchase our common stock pursuant to this plan. As of August 30, 2025, 550,000 shares were authorized for issuance and approximately 278,000 shares remain available for future issuance. Compensation expense associated with share-based awards is recognized over the requisite service or performance period of the award, unless accelerated by certain retirement eligibility provisions. Forfeitures are recorded when they occur. Total stock-based compensation expense for the past three fiscal years consisted of the following components:
(in millions) | 2025 |  | 2024 |  | 2023
Share awards: |  |  |  |  |
Time-based | $ | 11.2 |  |  | $ | 11.6 |  |  | $ | 9.8 |
Performance-based | 1.6 |  |  | 0.5 |  |  | (0.9) |
Stock options | 1.8 |  |  | 1.4 |  |  | 1.3 |
Other(1) | 1.2 |  |  | 1.1 |  |  | 0.7 |
Total stock-based compensation expense | $ | 15.8 |  |  | $ | 14.6 |  |  | $ | 10.9 |
(1) Includes stock-based compensation expense related to Board of Directors stock award expense and ESPP expense. Directors may elect to defer all or part of their annual retainer into a deferred compensation plan. The plan allows them to defer into either money units or stock units. Restricted Stock Units - Time-Based The fair value of time-based restricted stock units is determined based on the closing market price of our stock on the date of grant. A summary of the status of nonvested time-based restricted stock units at August 30, 2025, and changes during Fiscal 2025, is as follows:
| Shares(1) |  | Weighted Average Fair Value
Outstanding at August 31, 2024 | 433,136 |  |  | $ | 56.49 |
Granted | 221,030 |  |  | $ | 58.14 |
Vested | (190,975) |  |  | $ | 59.92 |
Forfeited/canceled | (39,571) |  |  | $ | 58.39 |
Outstanding at August 30, 2025 | 423,620 |  |  | $ | 55.63 |
(1) Number of shares in the above table are shown in whole numbers. As of August 30, 2025, there was $9.3 million of unrecognized compensation expense related to nonvested time-based restricted stock units that are expected to be recognized over a weighted average period of 0.8 years. The total fair value of restricted stock units vested during Fiscal 2025, 2024, and 2023 was $10.6 million, $8.4 million, and $8.8 million, respectively. Restricted Stock Units - Performance-Based The fair value of performance-based restricted stock units is determined based on the closing market price of our stock on the date of grant. A summary of the status of our nonvested performance-based restricted stock units at August 30, 2025, and changes during Fiscal 2025, is as follows:
| Shares(1) |  | Weighted Average Fair Value
Outstanding at August 31, 2024 | 224,011 |  |  | $ | 61.28 |
Granted | 148,754 |  |  | $ | 58.87 |
Vested | (23,627) |  |  | $ | 75.59 |
Forfeited/canceled | (42,775) |  |  | $ | 67.88 |
Outstanding at August 30, 2025 | 306,363 |  |  | $ | 58.08 |
(1) Number of shares in the above table are shown in whole numbers. As of August 30, 2025, there was $4.3 million of unrecognized compensation expense related to nonvested performance-based restricted stock units that are expected to be recognized over a weighted average period of 0.9 years. The total fair value of performance-based restricted stock units vested during Fiscal 2025, 2024, and 2023 was $1.4 million, $4.5 million, and $7.6 million, respectively. Stock Options A summary of stock option activity for Fiscal 2025 is as follows:
| Stock Options(1) |  | Weighted Average Exercise Price Per Share |  | Weighted Average Remaining Contractual Term (in years) |  | Aggregate Intrinsic Value
Outstanding at August 31, 2024 | 438,399 |  |  | $ | 48.51 |  |  |  |  |
Granted | 74,927 |  |  | $ | 58.87 |  |  |  |  |
Exercised | (18,063) |  |  | $ | 43.86 |  |  |  |  |
Forfeited/canceled | (11,024) |  |  | $ | 63.61 |  |  |  |  |
Outstanding at August 30, 2025 | 484,239 |  |  | $ | 49.94 |  |  | 5.3 |  | $ | 0.6 |
Exercisable at August 30, 2025 | 354,442 |  |  | $ | 46.85 |  |  | 4.2 |  | $ | 0.6 |
(1) Number of shares in the above table are shown in whole numbers. As of August 30, 2025, there was $1.4 million of unrecognized compensation expense related to stock options that is expected to be recognized over a weighted average period of 0.8 years. The fair value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:
Valuation Assumptions(1) | 2025 |  | 2024 |  | 2023
Expected dividend yield | 2.3 | % |  | 2.1 | % |  | 1.9 | %
Risk-free interest rate(2) | 3.8 | % |  | 4.6 | % |  | 4.1 | %
Expected life of stock options (in years)(3) | 5 |  | 5 |  | 5
Expected stock price volatility(4) | 49.2 | % |  | 50.8 | % |  | 50.8 | %
Weighted average fair value of options granted | $ | 23.61 |  |  | $ | 25.10 |  |  | $ | 23.94 |
(1) Forfeitures are recorded when they occur. (2) Based on U.S. Treasury constant maturity interest rate whose term is consistent with the expected life of the stock options. (3) Estimated based on historical experience. (4) Based on historical experience over a term consistent with the expected life of the stock options.

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