Oshkosh SVP exercises RSUs, withholds shares for tax

Oshkosh Corp SVP & Chief Marketing Officer Bryan K. Brandt reported equity award activity involving restricted stock units and common shares.

Rhea-AI Filing Summary

Oshkosh Corp SVP & Chief Marketing Officer Bryan K. Brandt reported equity award activity involving restricted stock units and common shares. On February 19, 2026, he exercised 632.964 Restricted Stock Units, each converting into one share of Oshkosh common stock, at a stated price of $170.49 per share. A related transaction disposed of 283 common shares to cover the exercise price or tax liabilities through share delivery, rather than an open-market sale. Following these transactions, Brandt directly held 10,686.478 common shares. A footnote also clarifies that his reported beneficial ownership was reduced because a prior filing had mistakenly included 18.088 shares tied to dividend equivalents on unvested restricted stock units.

Insider Trade Summary

632.964 shares exercised/converted

Exercise 3 txns

Insider Brandt Bryan K

Role SVP & Chief Marketing Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	632.964	$0.00	$0.00
Exercise	Common Stock	632.964	$170.49	$108K
Exercise Price or Tax Liability	Common Stock	283	$170.49	$48K

Holdings After Transaction: Restricted Stock Units — 632.968 contracts (Direct); Common Stock — 10,686.478 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 18.088 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

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What insider transactions did Oshkosh Corp (OSK) report for Bryan K. Brandt?

Bryan K. Brandt reported exercising 632.964 Restricted Stock Units into Oshkosh common stock. He also reported a related disposition of 283 common shares to satisfy the exercise price or tax obligations through share delivery, rather than selling shares on the open market.

How many Oshkosh (OSK) shares does Bryan K. Brandt own after this Form 4?

After the reported transactions, Bryan K. Brandt directly holds 10,686.478 shares of Oshkosh common stock. This figure reflects both the RSU conversion on February 19, 2026 and a corrective adjustment that removed 18.088 previously over-reported shares tied to dividend equivalents.

Were the Oshkosh (OSK) insider transactions open-market buys or sells?

The filing shows an exercise of 632.964 Restricted Stock Units and a tax-related disposition of 283 common shares. The disposition is coded as a payment of exercise price or tax liability by delivering securities, indicating it was not an open-market sale for investment purposes.

What do the Restricted Stock Units mean in the Oshkosh (OSK) Form 4?

Each Restricted Stock Unit represents a contingent right to receive one share of Oshkosh common stock. The award referenced in the filing vests in one-third annual increments starting on February 19, 2025, aligning share delivery with an ongoing service-based vesting schedule for the executive.

Did Oshkosh (OSK) correct any prior reporting errors in this Form 4?

Yes. A footnote explains that Bryan K. Brandt’s beneficial ownership was decreased because a prior filing mistakenly included 18.088 shares. These shares related to dividend equivalents on unvested Restricted Stock Units and should not have been counted as currently owned common shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/20/2026 - 04:29 PM EST 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^*

Brandt Bryan K

(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)
	SVP & Chief Marketing 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		632.964	A	$170.49(1)	10,969.478(2)	D
Common Stock	02/19/2026		F		283	D	$170.49	10,686.478	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			632.964	02/19/2026	(3)	Common Stock	632.964	$0	632.968	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 18.088 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 Bryan K. Brandt	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.