Pack Michael E 4

What Happened

• Michael E. Pack, Executive Vice President & President, Vocational at Oshkosh Corp (OSK), exercised/converted derivative awards on 2026-02-20 into a total of 12,882.367 shares at an implied price of $175.52 per share (aggregate value shown $2,261,113).
• To satisfy tax withholding/obligations, 6,056 shares were surrendered/withheld (valued at $1,062,949). An additional 2,878.367 derivative units were reported as disposed at $0 (net-settlement/transfer). After these withholdings/settlements, Pack received a net of 3,948 newly issued shares.
• These shares were issued pursuant to performance-share and restricted-stock unit awards under the Company’s 2024 Incentive Stock and Awards Plan (see footnotes F1–F4). This was not an open-market sale; it reflects exercise/conversion and routine tax withholding.

Key Details

• Transaction date: 2026-02-20; Form 4 filed 2026-02-23 (filing indicated late).
• Prices: conversion/exercise price basis shown as $175.52/share for the acquired shares; tax-withheld shares valued at $175.52/share; one conversion reported at $0 (net/zero-cash settlement).
• Totals: 12,882.367 shares acquired (gross) → 6,056 shares withheld for taxes → 2,878.367 shares net-settled at $0 → net 3,948 shares delivered to insider.
• Footnotes: F1/F2 = performance shares (ROIC- and TSR-based for performance period 1/1/2023–12/31/2025); F3 = each RSU = one share; F4 = RSU vests in one‑third annual increments beginning 2/20/2023.
• Shares owned after the transaction: not provided in the data supplied.
• Transaction codes: M = exercise/conversion of derivative; F = payment of exercise price or tax liability (share withholding). Filing timeliness flagged as late (reduces short-term transparency).

Context

• This was an exercise/conversion of company awards and routine withholding to cover taxes/obligations — not an open-market purchase or sale. Such transactions commonly result in some shares being withheld rather than a cash tax payment.
• For retail investors, this is primarily administrative (realizing awards), not a clear bullish or bearish signal by itself. The late filing is an administrative compliance note investors may want to monitor.