OSHKOSH CORP

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To assist you in reviewing the proposals to be considered at the Annual Meeting, we call your attention to the following summary, which includes information about our 2023 financial performance. For more complete information, please review our 2023 Annual Report on Form 10-K and this entire Proxy Statement.

Voting matters and recommendations

The following proposals are scheduled to be presented at the upcoming 2024 Annual Shareholders’ Meeting:

OSHKOSH STRENGTHS, STRATEGY AND 2023 HIGHLIGHTS

Oshkosh Corporation (Oshkosh) is a global industrial technology company focused on the design, development and manufacture of purpose-built vehicles and equipment that enhance safety, maximize productivity, lower total cost of ownership and simplify fleet management for those who perform some of the most difficult jobs in our communities across the world. We are driven by our powerful purpose of making a difference in people’s lives. Our many strengths contribute to our positive long-term outlook and support our plans to grow revenue, operating income and return on invested capital (ROIC). We believe these strengths include:

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Leading market positions for our products and services.

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Favorable market dynamics driving strong demand and a record backlog.

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Opportunities for organic and inorganic growth supported by our mergers & acquisitions (M&A) strategy.

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Disciplined capital allocation designed to drive shareholder value.

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Oshkosh delivered strong performance in 2023. Our teams persevered through global supply chain constraints and tight labor markets to deliver for our customers. We believe the actions we have taken to operate successfully in a constrained environment will enable us to perform as a more resilient company well into the future. We also believe Oshkosh is well positioned for long-term growth supported by solid market dynamics in key end markets, strong visibility provided by our backlogs, significant investments in market leading technology, the launch of new products, including the United States Postal Service’s Next Generation Delivery Vehicle (NGDV) and the benefits of strategic acquisitions, like AeroTech and Hinowa, that we completed in 2023.

The company delivered revenues of $9.7 billion, a 17% increase versus 2022, and operating income of $837.6 million, an impressive 125% increase versus 2022. These results led to diluted earnings per share of $9.08 for the company. Revenue, operating income and earnings per share performance for the past three years are shown below. We maintain a positive long-term

outlook based on our belief that there are strong sector-specific market fundamentals, a record year-end backlog and a comprehensive offering of innovative new products.

Results for the year ended December 31, 2021 are unaudited.

Highlights for 2023 Include:

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Secured strong orders to support a record year-end backlog of $16.8 billion.

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Acquired market leader AeroTech from JBT Corporation, expanding into the growing airport and air transportation support markets.

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Expanded our European presence with the acquisition of Hinowa S.p.A., a leader in track-based aerial work platforms and other equipment.

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Received orders for the battery-powered Striker® Volterra™ electric Aircraft Rescue and Firefighting (ARFF) vehicle from customers in Australia, France, Japan and the United States.

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Added Mahesh Narang as the Executive Vice President and President of our Access segment.

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Announced several important new products, including the revolutionary all-electric McNeilus® Volterra™ ZSL™ refuse and recycling collection vehicle and JLG™ agricultural telehandler models.

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Expanded Industry 4.0 technologies in existing factories while also investing in manufacturing capacity for key products in Spartanburg, SC for NGDV; Murfreesboro, TN for Volterra ZSL production; and Jefferson City, TN for increased telehandler capacity.

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Made notable investments in technology focus areas including electrification, autonomy and active safety, intelligent and connected products, advanced analytics and digital manufacturing.

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Named to the Dow Jones Sustainability World Index for the fifth consecutive year.

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Installed the company’s first domestic onsite solar array to reduce dependency on fossil fuels at our Pierce fire truck facility in Appleton, Wisconsin.

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Earned the Human Rights Campaign Equality 100 Award.

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Returned $129.8 million of cash to shareholders through a combination of dividends and share repurchases, including cash dividends totaling $107.2 million.

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Announced a 12.2% increase to our quarterly dividend rate from $0.41 to $0.46 per share on January 30, 2024, which marks the tenth straight year of double-digit percentage increases in the company’s dividend rate and reflects the confidence in our business model and long-term outlook.

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HUMAN CAPITAL MANAGEMENT AND SUSTAINABILITY

Oshkosh fosters a People First culture that values diversity, equity and inclusion. We invest in programs to enable the engagement, safety, wellbeing and development of our team members.

Workforce Demographics. As of December 31, 2023, Oshkosh had approximately 17,300 team members, approximately 10,800 of whom were production team members. Approximately 2,700 of these team members were located outside the United States.

Our People First Culture. We believe in putting people first, which means caring for our team members, customers and communities and building a company that understands that prioritizing people will enable us to deliver our strategy of “Innovate. Serve. Advance.” Our strategy is grounded in our purpose — making a difference in people’s lives.

Diversity, Equity and Inclusion (DE&I). DE&I is integral to our People First Culture and the company is driving proactive programs to improve its diverse employee representation. We believe that an inclusive and diverse workplace enhances the perspective and innovation that are critical to our strategy. For the first time in company history, we achieved the Human Rights Campaign’s Equality 100 Award in recognition of our inclusive corporate policies and employee benefits. In 2023, we made meaningful progress with diversity, equity and inclusion. We set a goal that 50% of all U.S. non-production new hires in 2023 would be diverse. We achieved this goal in 2023, with 51% of our external hires being diverse, an increase of two percentage points compared to 2022. We also set goals to advance women and black, indigenous and people of color (BIPOC) representation in our positions graded at director level and above to 30% female and 15% BIPOC by 2026. We published our diverse representation in our 2022 Sustainability Report, in addition to publishing our 2022 EEO-1 on our website. We have seven Employee Business Resource Groups, which have continued to gain momentum. Our Diversity Council, which is sponsored by our CEO and has representation from across the company, enabled the advancement of our DE&I programs enterprise wide. We are not including the information contained in the Sustainability Report or the EEO-1 as a part of, or incorporating them by reference into, this Proxy Statement.

Communication and Engagement. Engaging, connecting with and developing team members is a central focus of our People First culture. We communicate regularly through town halls, newsletters and team-building events. In 2022, we launched a new engagement survey platform and methodology, which allowed us to collect engagement information on a monthly basis for our professional workforce and annually for our production workforce. This has allowed us to respond dynamically to our team member feedback and make improvements. Our passion for serving our community continued with our Oshkosh team donating over 21,000 volunteer hours to local charities.

In 2023, the company was named one of the World’s Most Ethical Companies by Ethisphere for the eighth consecutive year and was one of only eight honorees in the industrial manufacturing category.

Workplace Safety, Health and Wellbeing. We are committed to the safety, security, health and wellbeing of our team members. The company continues to maintain a safe working environment by proactively reducing risks that may result in injuries to our team members. Each year, we establish a year over year goal to reduce our recordable incident rate by 10%. In 2023, we successfully reduced our lost time rate by 16% versus 2022, but our incident rate increased as compared to 2022. Proactive risk reduction plans are underway. At Oshkosh, we also offer a comprehensive benefits package which includes a number of programs to ensure that our team members and their families have opportunities to enhance their wellbeing.

Growth and Development. Our ability to attract, develop and retain world-class talent is critical to our business strategy. In 2023, we hosted a series of executive leadership development events that were held both in-person and virtually. More than 350 global leaders completed over 2,000 hours of learning on topics including DE&I, megatrends, data analytics and innovation. Our enterprise Learning Management System was expanded to provide all global team members with access to learning content on our technology platform in addition to expanding our online learning curriculum. Across the company, our team members logged over 200,000 learning hours in 2023.

Sustainability. We are proud to be a leader in sustainable business practices. We were recently named to the Dow Jones Sustainability World Index for the fifth consecutive year. We have received numerous awards and recognition for being a leader in sustainability and encourage you to read more about our commitment to responsible business practices in our Oshkosh Corporation Sustainability Report. We are not including the information contained in that report as a part of, or incorporating it by reference into, this Proxy Statement.

SHAREHOLDER ENGAGEMENT

We are proud of our frequent and active shareholder engagement. In 2023, we continued our investor outreach throughout the year by participating in numerous investor conferences and investor meetings. A summary of in-person and virtual outreach in 2023 is listed below:

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participated in 13 investor conferences

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hosted four investor visits to Oshkosh facilities

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participated in four non-deal roadshows: three in the United States and one in Europe

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held discussions with investors at tradeshows and other events

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conducted more than 360 total company discussions with shareholders and potential shareholders

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Our team uses a purposeful and deliberate approach to build better lines of communication between investors and management.

As we continue our efforts to build and strengthen our relationships with the investment community, we encourage you to contact us via any of the methods below:

Forward-Looking Statements

This Proxy Statement contains statements that the company believes to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including, without limitation, statements regarding the Company’s future financial position, business strategy, targets, projected sales, costs, earnings, capital expenditures, debt levels and cash flows, and plans and objectives of management for future operations, are forward-looking statements. When used in this Proxy Statement, words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “project,” “confident” or “plan” or the negative thereof or variations thereon or similar terminology are generally intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include the cyclical nature of the Company’s access equipment, fire apparatus, refuse collection and air transportation equipment markets, which are particularly impacted by the strength of U.S. and European economies and construction seasons; the Company’s estimates of access equipment demand which, among other factors, is influenced by historical customer buying patterns and rental company fleet replacement strategies; the impact of orders and costs on the U.S. Postal Service contract; the impact of severe weather, war, natural disasters or pandemics that may affect the Company, its suppliers or its customers; the Company’s ability to increase prices or impose surcharges to raise margins or to offset higher input costs, including increased raw material, labor, freight and overhead costs; the Company’s ability to accurately predict future input costs associated with Defense contracts; the Company’s ability to attract and retain production labor in a timely manner; the Company’s ability to successfully integrate the AeroTech acquisition and to realize the anticipated benefits associated with the same; the strength of the U.S. dollar and its impact on Company exports, translation of foreign sales and the cost of purchased materials; the Company’s ability to predict the level and timing of orders for indefinite delivery/indefinite quantity contracts with the U.S. federal government; budget uncertainty for the U.S. federal government, including risks of future budget cuts, the impact of continuing resolution funding mechanisms and the potential for shutdowns; the impact of any U.S. Department of Defense solicitation for competition for future contracts to produce military vehicles; risks related to the collectability of receivables, particularly for those businesses with exposure to construction markets; the cost of any warranty campaigns related to the Company’s products; risks associated with international operations and sales, including compliance with the Foreign Corrupt Practices Act; risks that a trade war and related tariffs could reduce the competitiveness of the Company’s products; the Company’s ability to comply with complex laws and regulations applicable to U.S. government contractors; cybersecurity risks and costs of defending against, mitigating and responding to data security threats and breaches impacting the Company; the Company’s ability to successfully identify, complete and integrate other acquisitions and to realize the anticipated benefits associated with the same; and risks related to the Company’s ability to successfully execute on its strategic road map and meet its long-term financial goals. Additional information concerning these, and other factors is contained in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K filed on February 29, 2024. All forward-looking statements speak only as of the date of this document. The company assumes no obligation, and disclaims any obligation, to update information contained in this document. Investors should be aware that the company may not update such information until the company’s next quarterly earnings conference call, if at all.