Pfeifer John C 4

What Happened
John C. Pfeifer, President & CEO (also a director) of Oshkosh Corp (OSK), converted/exercised a total of 53,666.034 derivative units into common stock on 2026-02-20. The conversions are reported at an exercise/conversion price of $175.52 and total roughly $9.42 million. To satisfy tax withholding obligations, a portion of the shares were surrendered: 8,412; 11,176; and 5,355 shares (total 24,943) were withheld/disposed (codes F). One conversion line for 11,993.034 units was reported at $0.00 (administrative/non‑cash reporting).

Key Details

• Transaction date: February 20, 2026; Form 4 filed Feb 23, 2026 (timely filing).
• Exercise/conversion entries (code M): 17,896 @ $175.52 ($3,141,106); 23,777 @ $175.52 ($4,173,339); 11,993.034 @ $175.52 ($2,105,017). Total ≈ 53,666.034 shares (~$9.42M).
• Tax withholding (code F): 8,412 shares ($1,476,474); 11,176 shares ($1,961,612); 5,355 shares ($939,910). Total withheld ≈ 24,943 shares (~$4.38M).
• One entry shows 11,993.034 units at $0.00 (reported as disposed) — likely an administrative/non‑cash conversion entry (see footnotes).
• Footnotes indicate these were ROIC- and TSR-based performance shares and restricted stock units under the 2024 Incentive Stock and Awards Plan; RSUs vest in one‑third annual increments commencing 2/20/2023.
• Shares owned after the transactions not provided in the supplied summary.

Context
These were not open-market buys or sales: the filings reflect exercise/conversion of performance/RSU awards into common stock and routine tax‑withholding (M = exercise/conversion; F = tax withholding). Purchases/sales in the open market typically signal different intent; here the activity is standard compensation settlement. The filing appears timely (filed the next business day).