Oshkosh SVP exercises RSUs, withholds tax shares

Oshkosh Corp executive James C. Freeders reported equity award activity involving Restricted Stock Units and common stock.

Rhea-AI Filing Summary

Oshkosh Corp executive James C. Freeders reported equity award activity involving Restricted Stock Units and common stock. He exercised 1,107.176 Restricted Stock Units, receiving an equivalent number of Oshkosh common shares at a stated price of $170.49 per share.

Of these shares, 495 were delivered back to cover tax obligations through a tax-withholding disposition, leaving the remainder as directly owned common stock. The reported beneficial ownership figure was also adjusted to remove 28.503 shares previously included for dividend equivalents on unvested Restricted Stock Units.

Insider Trade Summary

1,107.176 shares exercised/converted

Exercise 3 txns

Insider Freeders James C

Role Senior VP and Controller

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,107.176	$0.00	$0.00
Exercise	Common Stock	1,107.176	$170.49	$189K
Exercise Price or Tax Liability	Common Stock	495	$170.49	$84K

Holdings After Transaction: Restricted Stock Units — 1,107.173 contracts (Direct); Common Stock — 10,530.004 shares (Direct)

Footnotes (3)

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 28.503 shares relating to dividend equivalents on unvested Restricted Stock Units.
3. F3. Restricted Stock Unit Award vests in one-third (1/3) annual increments commencing on 2/19/2025.

FAQ

What insider transactions did Oshkosh (OSK) report for James C. Freeders?

Oshkosh reported that Senior VP and Controller James C. Freeders exercised 1,107.176 Restricted Stock Units into common stock and used 495 shares for tax withholding. The remaining shares increased his directly held Oshkosh common stock position as of the reported date.

Did the Oshkosh (OSK) Form 4 show an open-market stock sale?

The Form 4 for James C. Freeders did not show an open-market sale. It disclosed a derivative exercise of Restricted Stock Units and a tax-withholding disposition of 495 shares, meaning shares were surrendered to satisfy tax obligations, not sold in the open market.

How many Oshkosh (OSK) shares did James C. Freeders acquire through RSU conversion?

James C. Freeders acquired 1,107.176 Oshkosh common shares through the exercise and conversion of Restricted Stock Units. Each unit represented a contingent right to receive one share of common stock, which converted on the transaction date at the stated $170.49 per-share value.

How many Oshkosh (OSK) shares were used for tax withholding in this filing?

The filing reports that 495 Oshkosh common shares were disposed of in a transaction coded “F,” described as payment of exercise price or tax liability by delivering securities. These shares were surrendered to cover obligations tied to the equity award vesting.

What correction to beneficial ownership was disclosed for Oshkosh (OSK) shares?

The Amount of Securities Beneficially Owned for James C. Freeders was decreased to remove 28.503 shares previously included in error. Those shares related to dividend equivalents on unvested Restricted Stock Units and should not have been counted as beneficially owned.

When do the reported Oshkosh (OSK) Restricted Stock Units begin vesting?

A footnote explains that the Restricted Stock Unit award vests in one-third annual increments starting on February 19, 2025. This means one-third of the units become earned each year from that date, subject to the award’s terms and continued service conditions.

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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^*

Freeders James C

(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)
	Senior VP and Controller

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		1,107.176	A	$170.49(1)	11,025.004(2)	D
Common Stock	02/19/2026		F		495	D	$170.49	10,530.004	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			1,107.176	02/19/2026	(3)	Common Stock	1,107.176	$0	1,107.173	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 28.503 shares relating to dividend equivalents on unvested Restricted Stock Units.

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

	Ignacio A. Cortina, for James C. Freeders	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.