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                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   FORM 8-K/A

                                 Amendment No.1



                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported):  April 16, 2024



                              Oshkosh Corporation
             (Exact name of registrant as specified in its charter)



         Wisconsin                     1-31371                39-0520270
(State or other jurisdiction   (Commission File Number)      (IRS Employer
     of incorporation)                                    Identification No.)



         1917 Four Wheel Drive
           Oshkosh, Wisconsin                54902
(Address of principal executive offices)   (Zip Code)



                                 (920) 502-3400
              (Registrant’s telephone number, including area code)


                                 Not Applicable

         (Former name or former address, if changed since last report)




Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR
  230.425)



¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
  240.14a-12)



¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
  Act (17 CFR 240.14d-2(b))



¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
  Act (17 CFR 240.13e-4(c))



Securities registered pursuant to Section 12(b) of the Act:

                                       Trading            Name of each exchange on
     Title of each class              symbol(s)               which registered
Common Stock ($0.01 par value)           OSK              New York Stock Exchange



Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ¨










Item 8.01 of the Current Report on Form 8-K of Oshkosh Corporation filed
April 16, 2024 is amended to read in its entirety as follows:



Item 8.01 Other Events.



On April 16, 2024, Oshkosh Corporation (the “Company”) disclosed the following
information with regard to its equity incentive plans:



The following table provides information about the outstanding awards and
securities remaining available for future issuance under the Company’s equity
compensation plans as of February 28, 2024. There were 65,576,901 shares of the
Company’s common stock (“Common Stock”) outstanding as of February 28, 2024.



The Company has not granted any additional awards under the Company’s 2017
Incentive Stock and Awards Plan (the “2017 Plan”) after February 28, 2024 and
will not approve any additional awards under the 2017 Plan through the date of
the Company’s upcoming annual meeting of shareholders. If shareholders approve
the Oshkosh Corporation 2024 Incentive Stock and Awards Plan at that meeting,
then the Company will not approve any additional awards under the 2017 Plan.



                                        Number of securities to be
                                        issued upon the exercise of            Weighted-average           Number of securities remaining available
                                      outstanding options, warrants,           exercise price of              for future issuance under equity
                                       rights and performance share          outstanding options,         compensation plans (excluding securities
Plan Category                                awards (1)(2)(3)               warrants and rights (4)            reflected in the first column)
Equity compensation
plans approved by
security holders                                            1,206,813     $                     81.74                                       575,721
Equity compensation
plans not approved by
security holders                                                    —                               —                                             —
Total                                                       1,206,813     $                     81.74                                       575,721




 (1) Represents options to purchase Common Stock granted under the 2017 Plan. The
     Company’s shareholders approved this plan.


 (2) The Company does not pay dividends or dividend equivalents with respect to
     outstanding options to purchase shares of Common Stock.


 (3) Consists of 229,916 options to purchase shares of Common Stock, 400,634
     performance shares representing a payout equal to 200% of target that would
     be payable in the event that the Company achieves the maximum performance
     level and 576,263 non-vested restricted stock units.


 (4) Consists of the weighted-average exercise price of outstanding stock options
     and does not take into account performance share and restricted stock unit
     awards, which do not have an exercise price. As of February 28, 2024, the
     weighted-average remaining term of outstanding stock options was 5.0 years.










                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to report to be signed on its behalf
by the undersigned hereunto duly authorized.



                     OSHKOSH CORPORATION

Date: April 17, 2024 By: /s/ Ignacio A. Cortina
                         Ignacio A. Cortina
                         Executive Vice President, General Counsel and Secretary
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