Freeders James C 4

4 · OSHKOSH CORP · Filed Feb 18, 2026

AI-generated summary of this filing

Updated Feb 18, 2026

Oshkosh (OSK) SVP James Freeders Exercises Options, Withholds Shares

What Happened

James C. Freeders, SVP Finance & Controller of Oshkosh Corporation (OSK), exercised/conver ted derivative securities on 2026-02-17 to acquire 1,225.616 shares at $168.47 per share (total value reported $206,480). The filing also shows 548 shares withheld to cover tax withholding at $168.47 (value $92,322). On 2026-02-16 he was granted 2,397 restricted stock units (RSUs) (reported as derivatives, $0 per share in the filing).
The Form 4 includes a matching derivative disposition entry for 1,225.616 shares at $0, which reflects the conversion/settlement mechanics shown in the filing (technical reporting of exercised/settled derivative shares). The RSU grant is an award (not an open-market purchase).

Key Details

Transaction dates and prices:
- 2026-02-16: Granted 2,397 RSUs (award, reported at $0) — see footnotes re: vesting.
- 2026-02-17: Exercised/conversion of derivative to acquire 1,225.616 shares @ $168.47 (total $206,480).
- 2026-02-17: 548 shares withheld for tax withholding @ $168.47 (total $92,322) — reported as a disposition (code F).
- 2026-02-17: Corresponding derivative disposition of 1,225.616 shares at $0 (technical/settlement entry).
Shares owned after transaction: the filing details include prior ESPP and reinvested shares (see footnote) but a total beneficial ownership amount was not provided in the supplied summary.
Notable footnotes:
- F1: Each RSU represents a contingent right to one share.
- F2: Beneficial ownership includes dividend reinvestments and ESPP shares (689.767 shares through 12/31/2025 plus 12.370 shares acquired 2/19/2025–12/31/2025).
- F3–F5: RSU awards granted under the company plan; vesting schedules noted (one award vests in 1/3 annual increments commencing 2/17/2026; another commences 2/16/2027).
Timeliness: Filing date 2026-02-18 covers transactions on 2026-02-16 and 02-17; this appears to be timely under Section 16 reporting rules.

Context

This was an exercise/conversion of derivatives and an RSU grant, not an open-market purchase. The 548-share withholding is a standard tax-withholding action (a form of cashless settlement) and does not necessarily indicate a sale intent beyond meeting tax obligations.
RSU grants are contingent and vest over time (see footnotes); they are not immediate cash purchases and should be treated as compensation-related awards rather than direct insider "buys" of stock.

Form 4

Period: 2026-02-16

Senior VP and Controller

Transactions

Exercise/Conversion
Common Stock
[F1][F2]
2026-02-17$168.47/sh+1,225.616$206,480→ 10,494.331 total
Tax Payment
Common Stock
2026-02-17$168.47/sh−548$92,322→ 9,946.331 total
Award
Restricted Stock Units
[F3][F4]
2026-02-16+2,397→ 2,397 total
→ Common Stock (2,397 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F5]
2026-02-17−1,225.616→ 3,453.257 total
→ Common Stock (1,225.616 underlying)

Footnotes (5)

[F1]Each Restricted Stock Unit represents a contingent right to receive one share of OSK common stock.
[F2]The amount beneficially owned includes shares acquired pursuant to dividend reinvestments in exempt transactions not required to be reported pursuant to Section 16(a) and also includes 689.767 shares acquired under the Oshkosh Corporation Employee Stock Purchase Plan through 12/31/2025. Between 2/19/2025 and 12/31/2025, the reporting person acquired 12.370 shares under the Oshkosh Corporation Employee Stock Purchase Plan.
[F3]Restricted Stock Unit Award granted pursuant to the Company's Stock Plan.
[F4]Restricted Stock Unit Award vests in one-third (1/3) annual increments commencing on 2/16/2027.
[F5]Restricted Stock Unit Award vests in one-third (1/3) annual increments commencing on 2/17/2026.

Signature

Ignacio A. Cortina, for James C. Freeders|2026-02-18

1 file