Oshkosh (NYSE: OSK) EVP exercises stock awards and withholds shares for taxes

Rhea-AI Filing Summary

Oshkosh Corp executive Michael E. Pack reported multiple equity award transactions. On February 20, 2026, he exercised restricted stock units and other derivative awards into common stock through several transactions coded "M" for exercises or conversions.

On the same date, he also disposed of common shares in transactions coded "F" that the filing describes as payments of exercise price or tax liabilities by delivering securities, meaning the shares were withheld rather than sold on the open market. After these transactions, he directly owned 41,820.059 shares of Oshkosh common stock. Footnotes state that some shares were issued under the company’s 2024 Incentive Stock and Awards Plan, including ROIC-based and TSR-based performance shares for the performance period January 1, 2023 through December 31, 2025, and that each restricted stock unit represents a right to receive one share of common stock and vests in one-third annual increments commencing on February 20, 2023.

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

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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^*

Pack Michael E

(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 & Pres, Vocational

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		4,296	A	$175.52(1)	39,289.692	D
Common Stock	02/20/2026		F		2,020	D	$175.52	37,269.692	D
Common Stock	02/20/2026		M		5,708	A	$175.52(2)	42,977.692	D
Common Stock	02/20/2026		F		2,683	D	$175.52	40,294.692	D
Common Stock	02/20/2026		M		2,878.367	A	$175.52(3)	43,173.059	D
Common Stock	02/20/2026		F		1,353	D	$175.52	41,820.059	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			2,878.367	02/20/2026	(4)	Common Stock	2,878.367	$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 Michael E. Pack	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did OSK executive Michael E. Pack report?

Michael E. Pack reported exercising equity awards into Oshkosh common stock and having shares withheld for taxes. Several transactions coded “M” reflect derivative exercises, while code “F” entries cover tax-liability payments via delivered shares, leaving him with 41,820.059 directly owned shares.

How many Oshkosh (OSK) shares does Michael E. Pack own after these Form 4 transactions?

After the reported transactions, Michael E. Pack directly owns 41,820.059 shares of Oshkosh common stock. This figure reflects the net result of multiple exercise (code “M”) and tax-withholding (code “F”) transactions reported for February 20, 2026.

Were Michael E. Pack’s OSK Form 4 transactions open-market buys or sells?

The filing describes exercises and tax-related dispositions, not open-market trades. Transactions coded “M” are exercises or conversions of derivative securities, while code “F” entries represent payment of exercise price or tax liabilities by delivering shares rather than traditional market sales.

What plan governs the Oshkosh (OSK) performance shares in Michael E. Pack’s filing?

The performance shares were granted under Oshkosh’s 2024 Incentive Stock and Awards Plan. Footnotes state that ROIC-based and TSR-based performance shares cover a performance period from January 1, 2023 through December 31, 2025, linking share issuance to those long-term performance measures.

How do Michael E. Pack’s restricted stock units in OSK vest and convert to shares?

Each restricted stock unit represents a contingent right to receive one share of Oshkosh common stock. According to the footnotes, the RSU award vests in one-third annual increments commencing on February 20, 2023, gradually delivering common shares as vesting milestones are reached.