Oshkosh (NYSE: OSK) CMO nets shares from equity award exercises

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Oshkosh Corp SVP & Chief Marketing Officer Bryan K. Brandt reported equity award activity on February 20, 2026. He exercised or converted restricted stock units and performance-based awards into common stock at $175.52 per share, with portions of the stock automatically withheld to cover tax obligations. After these transactions, he directly owned 12,260.062 shares of Oshkosh common stock.

Insider Trade Summary

671.584 shares exercised/converted

Mixed 7 txns

Insider Brandt Bryan K

Role SVP & Chief Marketing Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	671.584	$0.00	--
Exercise	Common Stock	1,003	$175.52	$176K
Tax Withholding	Common Stock	506	$175.52	$89K
Exercise	Common Stock	1,332	$175.52	$234K
Tax Withholding	Common Stock	627	$175.52	$110K
Exercise	Common Stock	671.584	$175.52	$118K
Tax Withholding	Common Stock	300	$175.52	$53K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 11,689.478 shares (Direct)

Footnotes (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. 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. Each Restricted Stock Unit represents a contingent right to receive one share of OSK common stock. Restricted Stock Unit Award vests in one-third (1/3) annual increments commencing on 2/20/2023.

Form 4 Insider Transactions: What Each Field Means →

02/23/2026 - 04:27 PM

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^*

Brandt Bryan K

(Last)

(First)

(Middle)

C/O OSHKOSH CORPORATION

1917 FOUR WHEEL DRIVE

(Street)

OSHKOSH

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)
	SVP & Chief Marketing 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/20/2026		M		1,003	A	$175.52⁽¹⁾	11,689.478	D
Common Stock	02/20/2026		F		506	D	$175.52	11,183.478	D
Common Stock	02/20/2026		M		1,332	A	$175.52⁽²⁾	12,515.478	D
Common Stock	02/20/2026		F		627	D	$175.52	11,888.478	D
Common Stock	02/20/2026		M		671.584	A	$175.52⁽³⁾	12,560.062	D
Common Stock	02/20/2026		F		300	D	$175.52	12,260.062	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	02/20/2026		M			671.584	02/20/2026	⁽⁴⁾	Common Stock	671.584	$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 Bryan K. Brandt	02/23/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Bryan K. Brandt report for OSK on this Form 4?

Bryan K. Brandt reported exercising or converting equity awards into Oshkosh common stock and related tax-withholding dispositions. Multiple M-code transactions increased his holdings, while F-code transactions delivered shares to satisfy tax liabilities tied to those award exercises.

How many Oshkosh (OSK) shares does Bryan K. Brandt own after these transactions?

After the reported transactions, Bryan K. Brandt directly owns 12,260.062 shares of Oshkosh common stock. This reflects the net result of equity award exercises and shares withheld to cover associated tax obligations on February 20, 2026.

Were Bryan K. Brandt’s OSK transactions open-market buys or equity award exercises?

The transactions were equity award exercises and conversions, not open-market purchases. Code M indicates derivative exercises or conversions of awards, and code F transactions represent shares delivered to pay the exercise price or related tax liabilities.

What role did tax withholding play in Bryan K. Brandt’s OSK Form 4 filing?

Several transactions use code F, meaning shares of Oshkosh common stock were surrendered to pay exercise price or tax liabilities. This is a common method where part of the vested or exercised shares is withheld instead of paying cash for taxes.

What types of Oshkosh equity awards are referenced in the Form 4 footnotes?

The footnotes reference ROIC-based and TSR-based Performance Shares granted under Oshkosh’s 2024 Incentive Stock and Awards Plan, as well as Restricted Stock Units. Each Restricted Stock Unit represents a right to receive one share of Oshkosh common stock upon vesting.

How do the Restricted Stock Units in this OSK filing vest over time?

The Restricted Stock Unit award vests in one-third annual installments beginning February 20, 2023. Each vested unit converts into one share of Oshkosh common stock, according to the footnote describing the award’s vesting schedule and structure.