Pfeifer John C 4

What Happened

• John C. Pfeifer, President & CEO of Oshkosh Corp (OSK), exercised or converted options to acquire 13,441.758 shares by paying $170.49 per share (total exercise cost reported as $2,291,685).
• To satisfy tax withholding/related obligations, 6,002 of those shares were surrendered/withheld (disposed) at $170.49 per share (value ~$1,023,281). The underlying derivative was cancelled as part of the exercise.
• Net newly issued shares retained by Mr. Pfeifer = 13,441.758 − 6,002 = 7,439.758 shares. This was an option exercise (acquisition) with routine withholding — not an open-market sale.

Key Details

• Transaction date: 2026-02-19; Form 4 filed 2026-02-20 (timely).
• Prices reported: $170.49 per share; gross exercise cost $2,291,685; shares withheld value ~$1,023,281; net retained shares 7,439.758 (net cash/stock impact ≈ $1,268,404 by arithmetic of the filing).
• Shares owned after transaction: not specified in the transaction lines; filing notes an adjustment to prior beneficial-ownership reporting (Footnote F2) removing 343.403 shares previously reported in error.
• Footnotes of note:
  • F1: Restricted Stock Units (RSUs) represent a contingent right to receive one share each.
  • F2: Beneficial ownership was decreased to correct a prior reporting error (343.403 shares).
  • F3: RSU award vests in one‑third annual increments beginning 2/19/2025.
• Transaction codes: M = exercise/conversion of derivative; F = payment of exercise price or tax liability (share withholding).

Context

• This was an exercise of a derivative (options) rather than a cash market sale. The withholding of shares to cover taxes is a common administrative step and should not be read as a separate sale for investment-sentiment purposes.
• The derivative instrument was cancelled on exercise (reported as disposed at $0), which is typical when options are exercised.