Oshkosh (OSK) CEO converts RSUs to stock and withholds shares for taxes

Rhea-AI Filing Summary

Oshkosh Corp President & CEO John C. Pfeifer reported equity award activity involving Restricted Stock Units (RSUs) and common stock. He exercised or converted 13,441.758 RSUs into the same number of Oshkosh common shares at $170.49 per share, increasing his direct common stock holdings.

To cover tax obligations related to this award, 6,002 common shares were disposed of through a tax-withholding transaction, leaving him with 122,647.912 common shares held directly after these transactions. Footnotes state each RSU equals one common share and that the reported beneficial ownership was reduced to correct a prior overstatement of 343.403 shares tied to dividend equivalents on unvested RSUs.

The RSU award is scheduled to vest in one-third annual increments beginning on February 19, 2025, indicating future share delivery tied to continued service and vesting conditions.

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^*

Pfeifer John 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)
	President & CEO

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		13,441.758	A	$170.49(1)	128,649.912(2)	D
Common Stock	02/19/2026		F		6,002	D	$170.49	122,647.912	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			13,441.758	02/19/2026	(3)	Common Stock	13,441.758	$0	13,441.757	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 343.403 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 John C. Pfeifer	02/20/2026
	** 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 Oshkosh (OSK) report for John C. Pfeifer?

Oshkosh reported that President & CEO John C. Pfeifer exercised or converted 13,441.758 Restricted Stock Units into an equal number of common shares, then disposed of 6,002 shares to satisfy tax obligations. These movements were recorded as direct ownership transactions in Oshkosh common stock.

How did John C. Pfeifer’s Oshkosh (OSK) share ownership change in this Form 4?

After exercising Restricted Stock Units and disposing of shares for tax withholding, John C. Pfeifer directly owned 122,647.912 Oshkosh common shares. The filing also notes a correction that reduced previously reported beneficial ownership by 343.403 shares related to dividend equivalents on unvested RSUs.

What do the Restricted Stock Units in Oshkosh (OSK) CEO’s filing represent?

Each Restricted Stock Unit in the filing represents a contingent right to receive one share of Oshkosh common stock. The reported RSU award is scheduled to vest in one-third annual increments, beginning on February 19, 2025, linking future share delivery to continued vesting over time.

Why were 6,002 Oshkosh (OSK) shares disposed of in John C. Pfeifer’s Form 4?

The 6,002 Oshkosh common shares were disposed of in a tax-withholding transaction at $170.49 per share. This disposition was coded as a tax-related payment, meaning shares were delivered to cover exercise price or tax liability rather than sold in an open-market transaction.

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

The filing states that the amount of securities beneficially owned was decreased because a prior report erroneously included 343.403 shares. Those shares related to dividend equivalents on unvested Restricted Stock Units and should not have been included in the previous beneficial ownership total.

When do the Oshkosh (OSK) CEO’s RSU awards begin vesting?

The Restricted Stock Unit award begins vesting in one-third annual increments on February 19, 2025. This schedule means portions of the award convert into Oshkosh common stock over three years, provided vesting conditions are satisfied during that period.