OSHKOSH CORP

For the period ended May 5, 2026. Filed Mar 26, 2026.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 5, 2026 · Filed Mar 26, 2026

OSK$134.36-1.7%Stored close · as of Nov 6, 2026

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Contents

Equity-based long-term incentive awards

Vocational segment Free Cash Flow Conversion is FCFC (cash from operations excluding intercompany interest, transfer pricing and income taxes, adjusted to remove cash generated by Pierce customer advances of $121 million, less cash used for the purchase of property, plant, and equipment) divided by Vocational segment operating income.

Access segment Free Cash Flow Conversion is FCFC (cash from operations excluding intercompany interest, transfer pricing and income taxes, less cash used for the purchase of property, plant, and equipment) divided by Access segment operating income.

2025 Annual Incentive Award Payouts

Based on consolidated and segment results, performance payouts under the annual cash incentive plan to our NEOs were as follows:

· · · Target AnnualIncentiveAward($) (1) · · · · PayoutBased onConsolidatedOI($) · · · PayoutBased onConsolidatedFCFC($) · · · PayoutBased onSegmentOI($) · · · PayoutBased onSegmentFCFC ($) · · · Total($) · · · Payout Level(Percent ofTarget Payout)(2) ·
Mr. Pfeifer	1,867,439	1,015,700	299,164	N/A	N/A	1,314,864	70.4%
Mr. Field	630,000	342,657	100,926	N/A	N/A	443,583	70.4%
Mr. Pack	649,271	126,121	N/A	392,484	324,636	843,241	129.9%
Mr. Narang	672,459	130,625	N/A	—	—	130,625	19.4%
Mr. Cortina	528,579	287,494	84,678	N/A	N/A	372,172	70.4%

(1)

The target annual incentive award represents 2025 base salary earned multiplied by each NEO’s target award percentage.

(2)

Payout level is the sum of the results of each performance measure as a percentage of target performance multiplied by each measure’s respective weighting.

Equity-Based Long-Term Incentive Awards

The Committee grants individual equity awards for executives on an annual basis at its February meeting. Equity awards we granted in 2025 are subject to the terms of our 2024 Incentive Stock and Awards Plan, which shareholders approved at the 2024 Annual Meeting.

In 2025, as we had done in the recent past, we provided two types of equity-based long-term incentive awards: performance shares and restricted stock units. The Committee believes equity-based long-term incentive awards are key components of our compensation program and appropriately align pay with performance. Long-term incentive awards serve the following three critical functions:

Motivate executives to focus on our long-term growth and performance;

Encourage and facilitate executive ownership of our common stock, which aligns executive objectives with those of shareholders; and

Help to attract and retain key executives, which we believe contributes to increased shareholder value.

For annual equity awards that the Committee granted in 2025, the Committee granted to each NEO long-term incentive awards. We reference the market median in Mercer’s compensation analysis when determining long-term incentive grant date award values and make individual decisions considering each executive’s scope, experience, skills, capabilities and performance. The awards provided a significant incentive for executives to execute our strategy, achieve long-term performance goals and deliver total shareholder return and also provided considerable retention value for key executives.

	OSHKOSH CORPORATION \| 2026 PROXY STATEMENT			36

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.