---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-24-005904"
form_type: "8-K"
ticker: "WGO"
cik: "0000107687"
company_name: "WINNEBAGO INDUSTRIES INC"
filed_at: "2024-01-23T23:59:59+00:00"
generated_at: "2026-06-06T19:46:54.312165+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Winnebago issues $350M in 3.25% convertible notes due 2030; repurchases $240.7M of 2025 notes

## Summary
- $350M aggregate principal of 3.250% convertible senior notes due 2030 issued; initial conversion price $87.93 per share (30% premium to Jan 18 close of $67.64).
- $295M of net proceeds used to repurchase $240.7M aggregate principal of its 1.50% Convertible Senior Notes due 2025.
- Entered convertible note hedge and warrant transactions (warrant strike $135.28, ~100% premium) to manage dilution.
- Net proceeds of $30.5M received from partial termination of existing call spread transactions related to 2025 notes.
- Notes mature Jan 15, 2030; interest payable semi-annually starting July 15, 2024.

## SEC filing metadata
- accession: 0001104659-24-005904
- form_type: 8-K
- ticker: WGO
- cik: 0000107687
- company_name: WINNEBAGO INDUSTRIES INC
- filed_at: 2024-01-23T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/107687/000110465924005904/0001104659-24-005904-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/107687/000110465924005904/tm243871d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-24-005904
- JSON: https://secwatch.observer/filing/0001104659-24-005904.json
- Plain text: https://secwatch.observer/filing/0001104659-24-005904.txt

## Key facts
- Debt Financings
  WINNEBAGO INDUSTRIES INC incurred convertible notes of $350.0 million with U.S. Bank National Association at 3.250% maturing January 15, 2030.
  - Instrument: convertible notes
  - Principal: $350.0 million
  - Counterparty: U.S. Bank National Association
  - Rate: 3.250%
  - Maturity: January 15, 2030
  - Event: incurrence
  source text: the Initial Purchasers notified the Company of their election to purchase an additional $50.0 million in aggregate principal amount of Notes pursuant to the Option. A total of $350.0 million in aggregate principal amount of Notes was issued by the Company to the Initial Purchasers on January 23, 2024. The Purchase Agreement includes customary representations,
  evidence_url: https://www.sec.gov/Archives/edgar/data/107687/000110465924005904/0001104659-24-005904-index.htm
- Material Agreements
  WINNEBAGO INDUSTRIES INC entered into Purchase Agreement with Goldman Sachs & Co. LLC and BMO Capital Markets Corp. valued at $300.0 million initial / $350.0 million after option exercise of 3.250% convertible senior notes due (effective 2024-01-18).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: Goldman Sachs & Co. LLC and BMO Capital Markets Corp.
  - Value: $300.0 million initial / $350.0 million after option exercise of 3.250% convertible senior notes due
  - Effective: 2024-01-18
  source text: On January 18, 2024, Winnebago Industries, Inc. (the "Company") entered into a Purchase Agreement (the "Purchase Agreement") with Goldman Sachs & Co. LLC and BMO Capital Markets Corp., as the initial purchasers (collectively, the "Initial Purchasers"), relating to the sale of $300.0 million in aggregate principal amount of the Company's 3.250% convertible senior notes due 2030 (the "Notes") to the Initial Purchasers.
  evidence_url: https://www.sec.gov/Archives/edgar/data/107687/000110465924005904/0001104659-24-005904-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.