Oshkosh CTO exercises stock awards, withholds shares

Oshkosh Corp EVP and Chief Technology Officer Jayanthi Iyengar reported stock-based compensation transactions involving restricted stock units and performance shares.

Rhea-AI Filing Summary

Oshkosh Corp EVP and Chief Technology Officer Jayanthi Iyengar reported stock-based compensation transactions involving restricted stock units and performance shares. On February 20, 2026, she exercised multiple awards into common stock at $175.5200 per share and had shares withheld to cover taxes.

The filing shows exercises of restricted stock units and ROIC- and TSR-based performance share awards granted under Oshkosh’s 2024 Incentive Stock and Awards Plan, covering the performance period from January 1, 2023 through December 31, 2025. Each restricted stock unit represents a contingent right to receive one share of Oshkosh common stock, vesting in one-third annual increments starting on February 20, 2023.

To satisfy tax liabilities related to these exercises, shares of common stock were disposed of through tax-withholding transactions, while Iyengar’s directly owned common stock increased to 26,642.807 shares after the reported transactions.

Insider Trade Summary

1,060.895 shares exercised/converted

Exercise 7 txns

Insider Iyengar Jayanthi

Role EVP, Chief Technology Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,060.895	$0.00	$0.00
Exercise	Common Stock	1,584	$175.52	$278K
Exercise Price or Tax Liability	Common Stock	691	$175.52	$121K
Exercise	Common Stock	2,104	$175.52	$369K
Exercise Price or Tax Liability	Common Stock	918	$175.52	$161K
Exercise	Common Stock	1,060.895	$175.52	$186K
Exercise Price or Tax Liability	Common Stock	463	$175.52	$81K

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 26,642.802 shares (Direct)

Footnotes (4)

1. F1. Shares issued pursuant to the ROIC-based Performance Shares granted under the Company's 2024 Incentive Stock and Awards Plan for the performance period January 1, 2023 through December 31, 2025.
2. F2. Shares issued pursuant to the TSR-based Performance Shares granted under the Company's 2024 Incentive Stock and Awards Plan for the performance period January 1, 2023 through December 31, 2025.
3. F3. Each Restricted Stock Unit represents a contingent right to receive one share of OSK common stock.
4. F4. Restricted Stock Unit Award vests in one-third (1/3) annual increments commencing on 2/20/2023.

FAQ

What did Oshkosh (OSK) EVP and CTO Jayanthi Iyengar report in this Form 4?

Jayanthi Iyengar reported exercising stock-based awards and related tax-withholding transactions. She converted restricted stock units and performance shares into Oshkosh common stock, then had some shares withheld to satisfy tax obligations tied to these awards under the company’s 2024 Incentive Stock and Awards Plan.

Were the Oshkosh (OSK) Form 4 transactions open-market stock purchases or sales?

The transactions were not open-market trades; they involved exercises of derivative securities. Iyengar exercised restricted stock units and performance share awards, then delivered shares back to cover tax liabilities, as indicated by transaction codes “M” for exercises and “F” for tax-withholding dispositions.

What do the ROIC- and TSR-based performance shares mean in Oshkosh (OSK) Form 4?

The filing notes shares issued from ROIC-based and TSR-based Performance Shares under Oshkosh’s 2024 Incentive Stock and Awards Plan. These awards relate to a performance period from January 1, 2023 through December 31, 2025, and convert into common stock when applicable performance conditions are met.

How do Oshkosh (OSK) restricted stock units reported here work for the executive?

Each restricted stock unit represents a contingent right to receive one Oshkosh common share. The award referenced in the filing vests in one-third annual increments starting February 20, 2023, meaning portions of the grant convert into common stock over three years as vesting milestones occur.

Why does the Oshkosh (OSK) Form 4 show both acquisitions and dispositions of common stock?

Acquisitions reflect exercises or conversions of restricted stock units and performance shares into common stock. Dispositions with code “F” represent shares delivered back to cover tax liabilities. This combination is typical for equity compensation when taxes are satisfied through share withholding.

What is the 2024 Incentive Stock and Awards Plan mentioned in Oshkosh (OSK) Form 4?

The 2024 Incentive Stock and Awards Plan is Oshkosh’s equity compensation program referenced in the filing. It provides ROIC-based and TSR-based performance shares and restricted stock units, which can convert into common stock for executives over a defined performance period when vesting or performance conditions are met.

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Accepted by SEC EDGAR 02/23/2026 - 04:44 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

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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)
02/20/2026

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	02/20/2026		M		1,584	A	$175.52(1)	25,549.907	D
Common Stock	02/20/2026		F		691	D	$175.52	24,858.907	D
Common Stock	02/20/2026		M		2,104	A	$175.52(2)	26,962.907	D
Common Stock	02/20/2026		F		918	D	$175.52	26,044.907	D
Common Stock	02/20/2026		M		1,060.895	A	$175.52(3)	27,105.802	D
Common Stock	02/20/2026		F		463	D	$175.52	26,642.802	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	(3)	02/20/2026		M			1,060.895	02/20/2026	(4)	Common Stock	1,060.895	$0	0	D

Explanation of Responses:

1. Shares issued pursuant to the ROIC-based Performance Shares granted under the Company's 2024 Incentive Stock and Awards Plan for the performance period January 1, 2023 through December 31, 2025.

2. Shares issued pursuant to the TSR-based Performance Shares granted under the Company's 2024 Incentive Stock and Awards Plan for the performance period January 1, 2023 through December 31, 2025.

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

4. Restricted Stock Unit Award vests in one-third (1/3) annual increments commencing on 2/20/2023.

	Ignacio A. Cortina, for Jayanthi Iyengar	02/23/2026
	** Signature of Reporting Person	Date
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