false
0000775158
0000775158
2026-03-16
2026-03-16
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): March 16, 2026
Oshkosh Corporation
(Exact name of registrant
as specified in its charter)
| Wisconsin |
|
1-31371 |
|
39-0520270 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
|
1917 Four Wheel Drive
Oshkosh, Wisconsin |
|
54902 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(920) 502-3400
(Registrant’s
telephone number, including area code)
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
symbol(s) |
|
Name of each exchange on which registered |
| Common Stock ($0.01 par value) |
|
OSK |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive
Agreement.
On March 16, 2026, Oshkosh
Corporation (the “Company”) entered into a Fourth Amended and Restated Credit Agreement (the “Credit Agreement”)
among the Company, the various lenders and letter of credit issuers party thereto, and Bank of America, N.A., as administrative agent
(the “Agent”). The Credit Agreement replaced the Company’s existing Third Amended and Restated Credit Agreement,
dated as of March 23, 2022 (as amended, supplemented or otherwise modified prior to the date of the Credit Agreement, the “Existing
Credit Agreement”), among the Company, the various lenders and letter of credit issuers party thereto, and Bank of America,
N.A., as administrative agent, which provided for an unsecured revolving credit facility in an aggregate principal amount of up to $1.55
billion.
The Credit Agreement provides
for an unsecured revolving credit facility that matures in March 2031 with an initial maximum aggregate amount of availability of
$1.6 billion. The Company may increase the aggregate amount of the credit facilities under the Credit Agreement from time to time by an
aggregate amount of up to $800 million, provided that certain conditions are satisfied, including that the Company is not in default
under the Credit Agreement at the time of the increase and that the Company obtains the consent of the lenders participating in the increase.
Such increases may be in the form of increases in the existing revolving commitments under the Credit Agreement, the addition of term
loan commitments under the Credit Agreement (the terms and conditions of which would be agreed upon with the lenders agreeing to make
such term loans at the time of the increase), increases in any such term loan commitments or a combination of any such increases or additional
commitments.
Borrowings under the Credit
Agreement bear interest at a variable rate equal to:
· for
dollar-denominated revolving loans only, at the Company’s election, (a) Term SOFR (the forward-looking secured overnight financing
rate) plus a specified margin, which may be adjusted upward or downward depending on whether certain criteria are satisfied, or (b) the
base rate (which is the highest of (x) Bank of America, N.A.’s prime rate, (y) the federal funds rate plus 0.50% or (z) the
sum of 1.00% plus one-month Term SOFR) plus a specified margin, which may be adjusted upward or downward depending on whether certain
criteria are satisfied;
· for
revolving loans denominated in foreign currencies for which a daily rate will apply, (a) for such loans denominated in pounds sterling
only, SONIA (the sterling overnight index average reference rate) plus a specified margin, which may be adjusted upward or downward depending
on whether certain criteria are satisfied, or (b) for such loans denominated in other foreign currencies, a designated daily rate
per annum plus any adjustment, each as determined by the Agent, the revolving lenders and the Company, plus a specified margin, which
may be adjusted upward or downward depending on whether certain criteria are satisfied; or
· for
revolving loans denominated in foreign currencies for which a forward-looking term rate will apply during the applicable interest period
selected by the Company, (a) for such loans denominated in euros, Japanese yen, Australian dollars or Canadian dollars, respectively,
EURIBOR, TIBOR, BBSY or Term CORRA (subject, in the case of Term CORRA, to standard adjustments), respectively, in each case plus a specified
margin, which may be adjusted upward or downward depending on whether certain criteria are satisfied, or (b) for such loans denominated
in other foreign currencies, a designated term rate per annum plus any adjustment, each as determined by the Agent, the revolving lenders
and the Company, plus a specified margin, which may be adjusted upward or downward depending on whether certain criteria are satisfied.
The Company must also pay (i) an
unused commitment fee ranging from 0.080% to 0.200% per annum of the actual daily unused portion of the aggregate revolving credit commitments
under the Credit Agreement and (ii) a fee ranging from 0.4375% to 1.5000% per annum of the maximum amount available to be drawn for
each letter of credit issued and outstanding under the Credit Agreement.
The Credit Agreement contains
various restrictions and covenants, including a requirement that the Company maintain a leverage ratio at certain levels (as detailed
below), subject to certain exceptions, restrictions on the ability of the Company and certain of its subsidiaries to consolidate or merge,
create liens, incur additional subsidiary indebtedness and consummate acquisitions and a restriction on the disposition of all or substantially
all of the assets of the Company and its subsidiaries taken as a whole.
The Credit Agreement requires
the Company to maintain a maximum leverage ratio (defined as, with certain adjustments, the ratio of (a) the Company’s consolidated
indebtedness less the aggregate amount of the unrestricted cash and cash equivalents of the Company and its subsidiaries as of such date
in excess of $100 million to (b) the Company’s consolidated net income before interest, taxes, depreciation, amortization,
non-cash charges and certain other items) as of the last day of any fiscal quarter of 3.75 to 1.00, subject to the Company’s right
to temporarily increase the maximum leverage ratio to up to 4.25 to 1.00 in connection with certain material acquisitions.
The Credit Agreement also contains
customary events of default. If an event of default under the Credit Agreement occurs and is continuing, then the lenders may declare
any outstanding obligations under the Credit Agreement to be immediately due and payable. In addition, if the Company or any material
subsidiary becomes the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, then any outstanding
obligations under the Credit Agreement will automatically become immediately due and payable. Revolving loans outstanding under the Credit
Agreement will bear interest at a rate of 2.0% per annum in excess of the otherwise applicable rate upon acceleration of such loans or,
upon the lenders’ request, during the continuance of any event of default under the Credit Agreement.
On March 16, 2026, the
Company also entered into that certain First Amendment to Credit Agreement (the “Amendment”) among the Company, the
lenders party thereto, and PNC Bank, National Association, as administrative agent, which amends the Company’s existing Credit Agreement,
dated as of March 31, 2025 (the “Existing Term Loan Credit Agreement”, as amended by the Amendment, the “Amended
Term Loan Credit Agreement”), among the Company, the various lenders party thereto, and PNC Bank, National Association, as administrative
agent, which provides for a $500 million unsecured term loan facility. The Amendment conforms certain of the terms of the Amended Term
Loan Credit Agreement to those in the Credit Agreement.
The foregoing descriptions of
the Credit Agreement and the Amendment do not purport to be complete and are qualified in their entirety by reference to the full text
of the Credit Agreement or the Amendment, as applicable, filed herewith as Exhibits 4.1 and 4.2, respectively, and incorporated herein
by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
| |
(a) |
|
Not applicable. |
| |
|
|
|
| |
(b) |
|
Not applicable. |
| |
|
|
|
| |
(c) |
|
Not applicable. |
| |
|
|
|
| |
(d) |
|
Exhibits. |
EXHIBIT INDEX
| (4.1) | Fourth Amended and Restated Credit
Agreement, dated as of March 16, 2026, among Oshkosh Corporation, the various lenders and issuers party thereto, and Bank
of America, N.A., as administrative agent. |
| (4.2) | First
Amendment to Credit Agreement, dated as of March 16, 2026, among Oshkosh Corporation, the lenders party thereto,
and PNC Bank, National Association, as administrative agent. |
| (104) | Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
OSHKOSH CORPORATION |
| |
|
|
| Date: March 16, 2026 |
By: |
/s/ Ignacio A. Cortina |
| |
|
Ignacio A. Cortina |
| |
|
Executive Vice President, Chief Legal and Administrative Officer |
