OSHKOSH CORPORATION NOTES OF CONSOLIDATED FINANCIAL STATEMENTS
Stock awards generally vest ratably over a three-year service period following the grant date. The total fair value of shares vested was $30.2 million, $24.9 million and $18.4 million in 2025, 2024 and 2023, respectively. The actual income tax benefit realized totaled $4.8 million, $3.7 million and $2.8 million in 2025, 2024 and 2023, respectively. As of December 31, 2025, total unrecognized compensation cost related to stock awards was $17.8 million, net of estimated forfeitures, which the Company expects to be recognized over a weighted-average period of 2.1 years. Performance Share Awards — A summary of the Company’s performance share awards activity is as follows. Year Ended December 31, 2025 2024 2023
Weighted- Average Grant Date Fair Value
Weighted- Average Grant Date Fair Value
Weighted- Average Grant Date Fair Value
Number of Shares
Number of Shares
Number of Shares
Nonvested, beginning of period
125,404 $
113.25 133.67 120.50 98.88 102.44 129.56
123,959 $
110.40 124.76 111.83 117.61 119.10 113.25
97,600 $
108.20 100.08 111.50 81.06 85.90 110.40
Granted Forfeited
77,250
76,358
81,208 (9,733)
(11,000)
(21,947) (1,241) (51,725)
Performance adjustments
15,933
8,479
Vested
(71,150) 136,437
(53,595) 123,959
Nonvested, end of period
125,404
Performance share awards generally vest after a three-year service period following the grant date. Performance shares vest under three separate sets of measurement criteria. The first type vest only if the Company’s total shareholder return (TSR) over the three-year term of the awards compares favorably to that of a comparator group of companies. The second type vest only if the Company’s return on invested capital (ROIC) over the vesting period compares favorably to that of a comparator group of companies. The third type vest only if the Company’s actual results for Diversity, Equity and Inclusion and Environmental, Social and Governance (DEI/ESG) measures compare favorably to the targets set by the Company. Potential payouts range from zero to 200% of the target awards and changes from target amounts are reflected as performance adjustments. Actual payouts for TSR performance share awards vesting were 163%, 65% and 108% of target levels in 2025, 2024 and 2023, respectively. Actual payout for ROIC performance share awards vesting were 168%, 138% and 129% of target levels in 2025, 2024 and 2023, respectively. The first vesting of DEI/ESG awards occurred in 2024. No DEI/ESG awards were earned in 2025. DEI/ESG awards vested at 67% of target in 2024. The total fair value of performance shares vested was $8.9 million, $5.1 million and $5.1 million in 2025, 2024 and 2023, respectively. The actual income tax benefit realized totaled $0.2 million, $0.1 million and $0.3 million in 2025, 2024 and 2023, respectively. As of December 31, 2025, the Company had $10.2 million of unrecognized compensation expense related to performance share awards, which will be recognized over a weighted-average period of 1.7 years. The grant date fair values of the TSR performance share awards were estimated using a Monte Carlo simulation model utilizing the following weighted-average assumptions: Year Ended December 31, Total Shareholder Return Performance Shares Granted During 2025 2024 2023 Weighted-average fair value $ 159.72 $ 146.49 $ 110.94 Assumptions: Expected term (in years) 2.87 2.86 2.86 Expected volatility 32.16% 30.60% 35.45% Risk-free interest rate 4.22% 4.41% 4.32%
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