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 2025 financial performance. For more complete information, please review our 2025 Annual Report on Form 10-K and this entire Proxy Statement.

We mailed our Notice of Internet Availability of Proxy Materials, and we are making available this Proxy Statement on March 26, 2026, to all Oshkosh shareholders of record as of the close of business on March 2, 2026, the record date for voting at the Annual Meeting.

Voting matters and recommendations

The following proposals are scheduled to be presented at the upcoming 2026 Annual Shareholders’ Meeting:

OSHKOSH STRENGTHS, STRATEGY AND 2025 HIGHLIGHTS

Oshkosh Corporation (Oshkosh or Company) is a global industrial technology company that designs and deploys advanced technologies to empower everyday heroes. We create purpose-built vehicles, equipment and integrated ecosystems that are safe, intuitive and highly productive. Driven by our purpose of making a difference in the lives of people who build, serve and protect communities around the world, we leverage our strengths to support long-term growth in revenue, operating income and return on invested capital (ROIC). Leveraging innovation and collaboration across our three business segments — Access, Vocational and Transport — we believe our key strengths include:

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Powerful brands and product portfolios: We believe our broad product portfolio and potential to share innovation and technology across diverse end applications position us as the supplier of choice for vehicles, equipment, parts and services in each of our target markets.

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Innovative, purpose-built solutions: Our advanced design and engineering capabilities have contributed to the development of innovative, purpose-built solutions that elevate performance, reduce total cost of ownership and deepen customer loyalty.

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Strong market positions: We hold strong market positions and brand recognition in our core businesses due to the quality, durability and low total cost of ownership of our products.

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Focus on quality and lifecycle support: We are committed to meeting stringent product quality and reliability requirements of our customers in the markets we serve, while also providing high quality lifecycle support through extensive parts and service support programs.

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Flexible, technology-enabled manufacturing: We believe our ability to deliver flexible, tailored solutions while leveraging our scale and advanced manufacturing capabilities gives us a distinct competitive advantage.

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High-performing leadership team: We benefit from a dynamic leadership team drawn from both internal development and strategic external recruitment, maintained by a rigorous succession planning process to ensure continuity, long-term strategy execution and sustained high performance.

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We describe our strategy with three simple words: Innovate. Serve. Advance. We believe this strategy provides the necessary framework to drive long-term, sustainable growth and is grounded in our purpose of making a difference for those who build, serve and protect communities around the world.

Oshkosh delivered solid results in 2025 despite a dynamic international trade environment that contributed to increased tariff costs, economic uncertainty and more judicious spending by some customers. Our performance reflects the impact of strategic actions we have taken in recent years to enhance resilience and operational success. We maintain a positive long-term outlook, supported by market fundamentals that we believe are strong, visibility that our backlogs provide and an expanding portfolio of innovative products.

In 2025, Oshkosh generated $10.4 billion in revenue, a decrease of 2.9% versus 2024, and achieved $939.5 million in operating income, representing a 7.0% year over year decrease. These results translated into diluted earnings per share of $10.02. The charts below illustrate our revenue, operating income and earnings per share performance over the past three years.

Further, we generated net cash from operating activities of $783.4 million, up 42% from $550.1 million in 2024, and remain focused on reinvesting in our core businesses, delivering returns to shareholders through dividends and share repurchases and pursuing growth through strategic acquisitions. In 2025, we returned $408.4 million of cash to shareholders through a combination of dividends and share repurchases, up 73% from $236.0 million in 2024.

We announced an 11.8% increase in our quarterly dividend rate from $0.51 to $0.57 per share on January 29, 2026, which marks our 12th straight year of double-digit percentage increases in the Company’s dividend rate and reflects the confidence we have in our business model and our longer-term outlook.

Highlights for 2025 Include:

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Added Steven Nordlund as the Executive Vice President and President, Transport Segment in July 2025 and promoted Jackie Nystrom to Senior Vice President and Chief Human Resources Officer effective January 1, 2026.

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Hosted an Investor Day where we discussed our plans for growth through 2028.

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Secured strong orders that we believe provide good visibility into 2026 as we ended 2025 with a backlog of $14.2 billion.

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Continued to invest in throughput capacity for Pierce Manufacturing, Inc. (Pierce) as part of our $150 million plan to expand facilities and integrate advanced technologies in manufacturing, responding to strong demand for fire apparatus and airport products that helped to deliver record revenues for our Vocational segment in 2025.

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Increased production of the Next Generation Delivery Vehicle (NGDV) at our state-of-the-art facility in Spartanburg, South Carolina. With thousands of NGDVs on the road in nearly all 50 states, we are improving the daily lives and work environments for thousands of U.S. postal workers.

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Secured several important defense contracts including a key three-year sole source extension for our Family of Medium Tactical Vehicles program and a direct commercial sale contract with the Dutch Marine Corps for international Joint Light Tactical Vehicles.

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Launched the JLG Micro-Sized series of scissor lifts. This family of products is popular with data center operators who need high quality equipment that can perform in tight spaces where performance is essential.

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Continued to ramp up the global launch of ClearSky Smart Fleet™, the industry’s first true, two-way fleet management and communication platform. We now have more than 150,000 connected assets in the field, comprising what we believe is one of the largest connected equipment fleets in the world.

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Continued to invest in technology focus areas including robotics, autonomy, artificial intelligence (AI), connectivity and electrification that highlight the Company’s technology leadership.

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

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Named to Ethisphere’s list of World’s Most Ethical Companies for the tenth consecutive year.

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HUMAN CAPITAL MANAGEMENT AND SUSTAINABILITY

Oshkosh fosters a People First, Safety Always culture, and we invest in programs to enable the engagement, safety, wellbeing and development of our team members.

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.

We believe that an engaging culture enhances the perspectives and innovation that are critical to our strategy. 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. We employ a continuous listening strategy through our engagement survey platform and methodology, which allows us to collect feedback on a bi-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 20,800 volunteer hours to local charities.

Workplace Safety, Health and Wellbeing. At Oshkosh, we are always committed to the safety, security, health, and wellbeing of our team members. We offer a comprehensive benefits package that includes programs designed to support team members and their families, including incentives that encourage participation in preventive care services.

The Company prioritizes safe working conditions through proactive hazard identification, accountability and risk mitigation practices, working collaboratively to reduce occupational injuries. In 2025, we reduced our recordable incident rate by 13% and our Days Away, Restricted or Transferred rate by 13% compared to 2024. Through our People First, Safety Always culture, we continue to build on this momentum and remain focused on creating a safe, healthy and secure workplace.

Talent and Learning. Our ability to attract, develop and retain world-class talent is critical to our business strategy. In 2025, the Company offered leadership development programs across all levels, from front-line leaders to executives. The Company continued a series of executive leadership development events and offered virtual learning opportunities to all managers on topics of change management, ethical leadership, and the importance of feedback and performance. Team members of the Company logged over 246,000 learning hours in 2025. The Company leverages its enterprise Learning Management System to enable all team members to access learning content on its technology platform.

Workforce Demographics. As of December 31, 2025, Oshkosh had approximately 18,400 team members, approximately 11,750 of whom were production team members. Approximately 2,700 of these team members were located outside the United States.

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 seventh 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 2025, 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 2025 is listed below:

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participated in 15 investor conferences

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hosted seven 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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hosted an Investor Day focused on long-term value creation and updates from senior leadership on strategy, financial targets and capital allocation priorities

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held discussions with investors at tradeshows and other events

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conducted approximately 360 company discussions with shareholders and prospective 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 included in this Proxy Statement, 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 and recycling collection and air transportation equipment markets, which are particularly impacted by the strength of U.S. and European economies and construction outlooks; 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 Company’s ability to predict the level and timing of orders and costs on the U.S. Postal Service contract; risks that the trade war and related tariffs could reduce the demand for or competitiveness of the Company’s products or cause inefficiencies in the Company’s supply chain; the Company’s ability to increase prices to raise margins or to offset higher input costs; the Company’s ability to achieve its projected material and manufacturing efficiency savings; the Company’s ability to accurately predict future input costs associated with U.S. Department of Defense contracts; the Company’s ability to attract and retain production labor in a timely manner; the Company’s ability to increase production rates in its municipal fire apparatus and delivery vehicle businesses; the strength of the U.S. dollar and its impact on Company exports, translation of foreign sales and the cost of purchased materials; the impact of severe weather, war, natural disasters or pandemics that may affect the Company, its suppliers or its customers; budget uncertainty for the U.S. federal government, including risks of future budget cuts, the impact of continuing resolution funding mechanisms or a prolonged federal government shutdown; 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; 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 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 that could cause actual results to differ materially from those in the forward-looking statements is contained in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K filed on February 17, 2026. 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.