OSK 10-K Annual Report Dec. 31, 2024 | Alphaminr

OSK 10-K Fiscal year ended Dec. 31, 2024

OSHKOSH CORP
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TABLE OF CONTENTS
Part IprintItem 1. BusinessprintItem 1A. Risk FactorsprintItem 1B. Unresolved Staff CommentsprintItem 1B. UnresolveprintItem 1C. CybersecurityprintItem 1C. CybeprintItem 2. PropertiesprintItem 3. Legal ProceedingsprintItem 3. LegalprintItem 4. Mine Safety DisclosuresprintItem 4. Mine SaprintPart IIprintItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesprintItem 5. Market For Registrant S Common Equity, Related StprintItem 12 Of This Annual Report on Form 10-k Contains Certain Information Relating To The Company S Equity Compensation PlansprintItem 6. ReservedprintItem 6. ReseprintItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 7. Management S Discussion and Analysis OfprintItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 7A. Quantitative and QualitaprintItem 8. Financial StatementsprintItem 8. Financial StatemeprintItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9. Changes in and Disagreements with AcprintItem 9A. Controls and ProceduresprintItem 9A. ControprintItem 9B. Other InformationprintItem 9B. OthprintItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsprintItem 9C. Disclosure Regarding ForprintPart IIIprintItem 10. Directors, Executive Officers and Corporate GovernanceprintItem 10. Directors, ExecutiveprintItem 11. Executive CompensationprintItem 11. ExecutprintItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 12. Security Ownership Of Certain Beneficial OprintItem 13. Certain Relationships and Related Transactions and Director IndependenceprintItem 13. Certain Relationships and RelaprintItem 14. Principal Accountant Fees and ServicesprintItem 14. Principal AccoprintPart IVprintItem 15. Exhibits and Financial Statement SchedulesprintItem 15. Exhibits and FiprintItem 16. Form 10-k SummaryprintItem 16. Forprint

Exhibits

3.1 Articles of Incorporation of Oshkosh Corporation (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K dated June 30, 2014 (File No. 1-31371)). 3.2 By-Laws of Oshkosh Corporation, as amended July 22, 2024. 4.1 Third Amended and Restated Credit Agreement, dated March 23, 2022, among Oshkosh Corporation, various subsidiaries of Oshkosh Corporation party thereto as borrowers and various lenders and agents party thereto (incorporated by reference to Exhibit 4.1 the Companys Current Report on Form 8-K dated March 24, 2022 (File No. 1-31371)). 4.2 Second Amendment to Third Amended and Restated Credit Agreement and Revolving Credit Facility Increase Agreement, dated as of April 3, 2024, among Oshkosh Corporation, the various lenders party thereto, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K dated April 3, 2024 (File No. 1-31371)). 4.3 Indenture, dated as of May 17, 2018, between Oshkosh Corporation and Computershare Trust Company, National Association, as trustee (as successor to Wells Fargo Bank, National Association) (incorporated by reference to the Exhibit 4.1 to the Companys Current Report on Form 8-K dated May 21, 2018 (File No. 1-31371)). 4.4 Supplemental Indenture, dated May 17, 2018, between Oshkosh Corporation and Computershare Trust Company, National Association, as trustee (as successor to Wells Fargo Bank, National Association) (incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K, dated May 21, 2018 (File No. 1-31371)). 4.5 Second Supplemental Indenture, dated February 26, 2020, between Oshkosh Corporation and Computershare Trust Company, National Association, as trustee (as successor to Wells Fargo Bank, National Association) (incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K dated February 26, 2020 (File No. 1-31371)). 4.6 Description of Registrants Securities (incorporated by reference to Exhibit 4.7 to the Companys Annual Report on Form 10-K for the fiscal year ended September 30, 2019 (File No. 1-31371)). 10.1 Oshkosh Corporation Executive Retirement Plan, amended and restated effective December 31, 2008 (incorporated by reference to Exhibit 10.7 to the Companys Annual Report on Form 10-K for the year ended September 30, 2008 (File No. 1-31371)).* 10.2 Form of Key Executive Employment and Severance Agreement between Oshkosh Corporation and each of Timothy S. Bleck, Bryan K. Brandt, Ignacio A. Cortina, Matthew A. Field, Jayanthi Iyengar, Anupam Khare, Mahesh Narang, Michael E. Pack, and John C. Pfeifer, (each of the persons identified has signed this form or a substantially similar form) (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (File No. 1-31371)).* 10.3 Summary of Cash Compensation for Non-Employee Directors.* 10.4 Oshkosh Corporation Deferred Compensation Plan for Directors and Executive Officers (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (File No. 1-31371)).* 10.5 Oshkosh Corporation KEESA Rabbi Trust Agreement, dated as of January 31, 2013, between Oshkosh Corporation and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (File No. 1-31371)).* 10.6 Oshkosh Corporation Supplemental Retirement Plans Rabbi Trust Agreement, dated as of January 31, 2013, between Oshkosh Corporation and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (File No. 1-31371)).* 10.7 Oshkosh Corporation Defined Contribution Executive Retirement Plan, as amended and restated effective June 1, 2014 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (File No. 1-31371)).* 10.8 Oshkosh Corporation 2017 Incentive Stock and Awards Plan (incorporated by reference to Attachment B to Oshkosh Corporations definitive proxy statement on Schedule 14A for the Oshkosh Corporation Annual Meeting of Shareholders held on February 7, 2017 (File No. 1-31371)).* 10.9 Framework for Awards of Performance Share based on Total Shareholder Return under the Oshkosh Corporation 2017 Incentive Stock and Awards Plan (incorporated by reference to Exhibit 10.27 to the Companys Annual Report on Form 10-K for the year ended September 30, 2017 (File No. 1-31371)).* 10.10 Framework for Awards of Performance Shares based on Return on Invested Capital under the Oshkosh Corporation 2017 Incentive Stock Awards Plan (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (File No. 1-31371)).* 10.11 Form of Oshkosh Corporation 2017 Incentive Stock and Awards Plan Stock Options Award Agreement (incorporated by reference to Exhibit 10.29 to the Companys Annual Report on Form 10-K for the year ended September 30, 2017 (File No. 1-31371)).* 10.12 Form of Oshkosh Corporation 2017 Incentive Stock and Awards Plan Stock Appreciation Rights Award Agreement (incorporated by reference to Exhibit 10.30 to the Companys Annual Report on Form 10-K for the year ended September 30, 2017 (File No. 1-31371)).* 10.13 Form of Oshkosh Corporation 2017 Incentive Stock and Awards Plan Restricted Stock Unit Award Agreements (Retirement Vesting) (incorporated by reference to Exhibit 10.31 to the Companys Annual Report on Form 10-K for the year ended September 30, 2017 (File No. 1-31371)).* 10.14 Form of Oshkosh Corporation 2017 Incentive Stock and Awards Plan Restricted Stock Unit Award Agreement (International) (incorporated by reference to Exhibit 10.32 to the Companys Annual Report on Form 10-K for the year ended September 30, 2017 (File No. 1-31371)).* 10.15 Form of Oshkosh Corporation 2017 Incentive Stock and Awards Plan Restricted Stock Unit Award Agreement (Stock Settled on Vesting - General) (incorporated by reference to Exhibit 10.33 to the Companys Annual Report on Form 10-K for the year ended September 30, 2017 (File No. 1-31371)).* 10.16 Framework for Awards of Performance Shares based on ESG/DEI under the Oshkosh Corporation 2017 Incentive Stock Awards Plan (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (File No. 1-31371)).* 10.17 Severance Agreement between Oshkosh Corporation and John P. Pfeifer dated April 2, 2021 (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2023).* 10.18 Oshkosh Corporation Severance Policy (which currently applies to all of the Companys executive officers other than Mr. Pfeifer as eligible) (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2023).* 10.19 Oshkosh Corporation 2024 Incentive Stock and Awards Plan (incorporated by reference to Exhibit A to Oshkosh Corporations definitive proxy statement on Schedule 14A for the Oshkosh Corporation Annual Meeting of Shareholders held on May 7, 2024 (File No. 1-31371)).* 10.20 Framework for Awards of Performance Share based on Total Shareholder Return under the Oshkosh Corporation 2024 Incentive Stock and Awards Plan.* 10.21 Framework for Awards of Performance Shares based on Return on Invested Capital under the Oshkosh Corporation 2024 Incentive Stock Awards Plan.* 10.22 Form of Oshkosh Corporation 2024 Incentive Stock and Awards Plan Restricted Stock Unit Award Agreements (Retirement Vesting).* 10.23 Form of Oshkosh Corporation 2024 Incentive Stock and Awards Plan Restricted Stock Unit Award Agreement (International).* 10.24 Form of Oshkosh Corporation 2024 Incentive Stock and Awards Plan Restricted Stock Unit Award Agreement (Stock Settled on Vesting - General).* 19 Oshkosh Corporation Insider Trading and Confidentiality Notice. 21 Subsidiaries of Registrant. 23 Consent of Deloitte & Touche LLP. 31.1 Certification by the President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated February 20, 2025. 31.2 Certification by the Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated February 20, 2025. 32.1 Written Statement of the President and Chief Executive Officer, pursuant to 18 U.S.C. ss. 1350, dated February 20, 2025. 32.2 Written Statement of the Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. ss. 1350, dated February 20, 2025. 97 Oshkosh Corporation Recovery Policy (incorporated by reference to Exhibit 97 to the Companys Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 1-31371)).