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OSHKOSH CORP·4

Feb 18, 4:26 PM ET

Freeders James C 4

Research Summary

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Updated

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.