Oshkosh CTO Exercises RSUs, Withholds Shares for Taxes

Oshkosh Corp executive Jayanthi Iyengar reported equity compensation activity involving restricted stock units (RSUs) and common shares.

Rhea-AI Filing Summary

Oshkosh Corp executive Jayanthi Iyengar reported equity compensation activity involving restricted stock units (RSUs) and common shares. On February 19, 2026, 870.069 RSUs were exercised, converting into the same number of Oshkosh common shares at a stated price of $170.49 per share for the common stock transaction. A separate transaction on the same date disposed of 380 common shares to satisfy tax withholding obligations, a non‑open‑market event coded as payment of tax liability by delivering securities. After these transactions, Iyengar directly held 23,965.907 common shares. Each RSU represents a contingent right to receive one share of common stock, and the underlying RSU award is scheduled to vest in one‑third annual increments beginning on February 19, 2025. The beneficial ownership figures also reflect adjustments for dividend equivalents and dividend reinvestments noted in the filing.

Insider Trade Summary

870.069 shares exercised/converted

Exercise 3 txns

Insider Iyengar Jayanthi

Role EVP, Chief Technology Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	870.069	$0.00	$0.00
Exercise	Common Stock	870.069	$170.49	$148K
Exercise Price or Tax Liability	Common Stock	380	$170.49	$65K

Holdings After Transaction: Restricted Stock Units — 870.072 contracts (Direct); Common Stock — 23,965.907 shares (Direct)

Footnotes (4)

1. F1. Each Restricted Stock Unit represents a contingent right to receive one share of OSK common stock.
2. F2. The Amount of Securities Beneficially Owned has been decreased to reflect the fact that the Reporting Person's most recent filing erroneously included 43.615 shares relating to dividend equivalents on unvested Restricted Stock Units.
3. F3. The amount beneficially owned includes shares acquired pursuant to dividend reinvestments in exempt transactions not required to be reported pursuant to Section 16(a).
4. F4. Restricted Stock Unit Award vests in one-third (1/3) annual increments commencing on 2/19/2025.

FAQ

What insider transactions did Oshkosh (OSK) EVP and CTO Jayanthi Iyengar report?

Iyengar reported exercising 870.069 restricted stock units into Oshkosh common shares and a related disposition of 380 common shares to cover tax withholding. These transactions were coded as a derivative exercise and tax-liability payment using shares, not open-market trades.

How many Oshkosh (OSK) shares does Jayanthi Iyengar hold after this Form 4?

After these transactions, Iyengar directly holds 23,965.907 shares of Oshkosh common stock. The total reflects RSU conversions, the tax-withholding share disposition, and prior adjustments for dividend equivalents and dividend reinvestment activity disclosed in the beneficial ownership footnotes.

Were Jayanthi Iyengar’s Oshkosh (OSK) transactions open-market buys or sells?

The filing shows no open-market buys or sells. It reports a derivative exercise of 870.069 restricted stock units into common shares and a Form F transaction where 380 shares were delivered to satisfy tax liabilities, a non-open-market tax-withholding disposition.

What price per share is shown for Jayanthi Iyengar’s Oshkosh (OSK) common stock transactions?

The common stock entries associated with the RSU exercise and tax withholding reflect a transaction price of $170.49 per share. The restricted stock units themselves show a price of $0.00 per unit, consistent with RSUs being equity awards rather than purchased shares.

How do Oshkosh (OSK) restricted stock units work in Jayanthi Iyengar’s award?

Each restricted stock unit represents a contingent right to receive one share of Oshkosh common stock. The referenced RSU award is scheduled to vest in one-third annual increments starting February 19, 2025, gradually delivering shares over the multi-year vesting schedule.

Did the Oshkosh (OSK) Form 4 note any corrections to Jayanthi Iyengar’s prior share totals?

Yes. The filing states Iyengar’s beneficial ownership was reduced because a prior report mistakenly included 43.615 shares tied to dividend equivalents on unvested restricted stock units. It also notes current totals include shares from dividend reinvestments in exempt transactions.

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Accepted by SEC EDGAR 02/20/2026 - 04:30 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Iyengar Jayanthi

(Last) (First) (Middle)

C/O OSHKOSH CORPORATION

1917 FOUR WHEEL DRIVE

(Street)

OSHKOSH WI 54902

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OSHKOSH CORP [ OSK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/19/2026		M		870.069	A	$170.49(1)	24,345.907(2)(3)	D
Common Stock	02/19/2026		F		380	D	$170.49	23,965.907	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	02/19/2026		M			870.069	02/19/2026	(4)	Common Stock	870.069	$0	870.072	D

Explanation of Responses:

1. Each Restricted Stock Unit represents a contingent right to receive one share of OSK common stock.

2. The Amount of Securities Beneficially Owned has been decreased to reflect the fact that the Reporting Person's most recent filing erroneously included 43.615 shares relating to dividend equivalents on unvested Restricted Stock Units.

3. The amount beneficially owned includes shares acquired pursuant to dividend reinvestments in exempt transactions not required to be reported pursuant to Section 16(a).

4. Restricted Stock Unit Award vests in one-third (1/3) annual increments commencing on 2/19/2025.

	Ignacio A. Cortina, for Jayanthi Iyengar	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.