Verich John S 4

What Happened

• John S. Verich, SVP Business Development and Treasurer of Oshkosh Corp (OSK), exercised/converted derivative awards on 2026-02-19 to acquire 996.868 shares at $170.49 each (total value ≈ $169,956). To satisfy tax withholding, 496 shares were withheld/disposed at the same $170.49 price (value ≈ $84,563). Net shares retained from this transaction: ~500.868 shares.
• The filing also records a prior 2025-02-19 entry showing a conversion/exercise of 996.868 derivative units at $0 (reported as a disposition of the derivative instrument).

Key Details

• Transaction dates and prices:
  • 2026-02-19: Exercise/conversion (Code M) — 996.868 shares @ $170.49 (acquired).
  • 2026-02-19: Tax withholding/payment (Code F) — 496 shares @ $170.49 (disposed to cover taxes).
  • 2025-02-19: Earlier conversion (Code M) recorded as a disposition at $0.
• Net effect: ~501 shares retained after withholding (996.868 acquired − 496 withheld = 500.868).
• Shares owned after transaction: filing does not state total beneficial ownership after these transactions.
• Footnotes of note:
  • F1: Each Restricted Stock Unit (RSU) equals a contingent right to one share.
  • F2: Beneficial ownership figures were adjusted to exclude 24.160 shares erroneously reported previously and to reflect dividend reinvestments.
  • F3: The RSU award vests in one‑third annual increments beginning 2/19/2025.
• Timeliness: Report filed 2026-02-20 for transactions dated 2026-02-19 (appears timely).

Context

• This was an exercise/conversion of derivative awards (Code M) with shares withheld to cover tax obligations (Code F), a common practice (partial cashless outcome). Exercises and tax-withholdings are routine and do not by themselves indicate the insider’s market view.
• The filing does not indicate a 10b5-1 plan or other trading plan.