Oshkosh (NYSE: OSK) CEO exercises stock awards, settles taxes

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

The transactions were not open-market trades. They include exercises or conversions of derivative securities and tax-withholding dispositions coded “M” and “F,” meaning shares were issued from awards and some shares were delivered back to satisfy exercise price or tax liabilities.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Oshkosh Corp President & CEO John C. Pfeifer reported several equity award transactions on February 20, 2026. He exercised performance-based and other awards, converting Restricted Stock Units and derivative awards into common stock, and had shares withheld at $175.52 per share to cover taxes. After these exercises and tax-withholding dispositions, he directly owned 151,370.946 Oshkosh common shares.

Insider Trade Summary

11,993.034 shares exercised/converted

Mixed 7 txns

Insider Pfeifer John C

Role President & CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	11,993.034	$0.00	--
Exercise	Common Stock	17,896	$175.52	$3.14M
Tax Withholding	Common Stock	8,412	$175.52	$1.48M
Exercise	Common Stock	23,777	$175.52	$4.17M
Tax Withholding	Common Stock	11,176	$175.52	$1.96M
Exercise	Common Stock	11,993.034	$175.52	$2.11M
Tax Withholding	Common Stock	5,355	$175.52	$940K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 140,543.912 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 - 04:37 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^*

Pfeifer John C

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

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		17,896	A	$175.52⁽¹⁾	140,543.912	D
Common Stock	02/20/2026		F		8,412	D	$175.52	132,131.912	D
Common Stock	02/20/2026		M		23,777	A	$175.52⁽²⁾	155,908.912	D
Common Stock	02/20/2026		F		11,176	D	$175.52	144,732.912	D
Common Stock	02/20/2026		M		11,993.034	A	$175.52⁽³⁾	156,725.946	D
Common Stock	02/20/2026		F		5,355	D	$175.52	151,370.946	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			11,993.034	02/20/2026	⁽⁴⁾	Common Stock	11,993.034	$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 John C. Pfeifer	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 did Oshkosh (OSK) CEO John C. Pfeifer report in this Form 4?

John C. Pfeifer reported exercising equity awards and related tax-withholding share dispositions. The filing shows multiple conversions of awards into common stock and shares delivered to cover taxes, reflecting routine compensation-related activity rather than open-market buying or selling.

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

The transactions were not open-market trades. They include exercises or conversions of derivative securities and tax-withholding dispositions coded “M” and “F,” meaning shares were issued from awards and some shares were delivered back to satisfy exercise price or tax liabilities.

How many Oshkosh (OSK) shares does CEO John C. Pfeifer own after these transactions?

After the reported equity award exercises and tax-withholding dispositions, John C. Pfeifer directly owned 151,370.946 Oshkosh common shares. This figure reflects his updated direct beneficial ownership as of the Form 4 transaction date of February 20, 2026.

What types of awards were involved in the Oshkosh (OSK) CEO’s Form 4 filing?

The filing references ROIC-based and TSR-based Performance Shares granted under Oshkosh’s 2024 Incentive Stock and Awards Plan, as well as Restricted Stock Units. Each RSU represents a contingent right to receive one share of Oshkosh common stock under specified vesting conditions.

How do the tax-withholding dispositions in the Oshkosh (OSK) Form 4 work?

Transactions coded “F” indicate shares withheld or delivered to pay exercise price or tax liabilities. Instead of paying cash, a portion of the newly issued common shares is surrendered at $175.52 per share, which satisfies the related tax obligations for the CEO.

What do the vesting terms for Oshkosh (OSK) Restricted Stock Units indicate?

One footnote states the Restricted Stock Unit award vests in one-third annual increments beginning February 20, 2023. This means the RSUs convert into common shares over three years, aligning executive compensation with longer-term company performance and ongoing service.