OSHKOSH CORP (OSK)

CIK: 0000775158. SIC: 3711 Motor Vehicles & Passenger Car Bodies. Latest 10-K as of: 2026-02-17.

SIC breadcrumb: Manufacturing > Transportation Equipment > SIC 3711 Motor Vehicles & Passenger Car Bodies

SEC company page: https://www.sec.gov/edgar/browse/?CIK=775158. Latest filing source: 0001193125-26-054061.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-17. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000775158.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-08. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000775158.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001193125-26-214298.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-05-08. Report date: 2026-03-31.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement About Forward-Looking Statements

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Quarterly Report on Form 10-Q contain 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 Quarterly Report on Form 10-Q, 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, including those under the caption “Overview,” are forward-looking statements. When used in this Quarterly Report on Form 10-Q, words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “project” 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 trade wars and related tariffs could further reduce 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 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 from time to time in the Company’s SEC filings, including, but not limited to, those described in the Company’s most recent Annual Report on Form 10-K and Item 1A. of Part II of this Quarterly Report on Form 10-Q.

All forward-looking statements, including those under the caption “Overview,” speak only as of the date the Company files this Quarterly Report on Form 10-Q with the SEC. The Company assumes no obligation, and disclaims any obligation, to update information contained in this Quarterly Report on Form 10-Q. Investors should be aware that the Company may not update such information until the Company’s next quarterly earnings conference call, if at all.

All references herein to earnings per share refer to earnings per share assuming dilution.

25

Table of Contents

General

Major products manufactured and marketed by each of the Company’s segments are as follows:

Access — aerial work platforms and telehandlers used in a wide variety of construction, industrial, agricultural, vegetation management and maintenance applications to position workers and materials at elevated heights. Access customers include equipment rental companies, construction contractors and home improvement centers. The Access segment also manufactures carriers and wreckers sold to towing companies.

Vocational — custom and commercial firefighting vehicles and equipment sold to municipal fire departments; aviation ground support products, gate equipment and airport services sold to commercial airlines, airports, air-freight carriers, ground handling customers and the military; aircraft rescue and firefighting (ARFF) vehicles sold to airports and the U.S. military; refuse and recycling collection vehicles sold to commercial and municipal waste haulers; field service vehicles and truck-mounted cranes sold to mining, construction and equipment rental companies; simulators, mobile command vehicles and other emergency vehicles sold to fire departments and other governmental units; and front-discharge concrete mixers sold to ready-mix companies.

Transport — tactical vehicles, trailers and parts sold to the U.S. military and to other militaries around the world and delivery vehicles for the United States Postal Service (USPS).

Overview

Consolidated sales in the first quarter of 2026 of $2.32 billion were relatively flat compared to the first quarter of 2025 as improved pricing, favorable currency impacts and the impact of cumulative catch-up adjustments in the Transport segment were offset by lower sales volume. Consolidated operating income decreased to $82 million, or 3.5% of sales, compared to $175 million, or 7.6% of sales, in the first quarter of 2025. The decrease in consolidated operating income was primarily a result of unfavorable sales mix, higher manufacturing overhead costs and lower sales volume. The lower operating income led to earnings per share of $0.68 in the first quarter of 2026 compared to $1.72 in the first quarter of 2025. First quarter results fell short of the Company's expectations primarily as a result of lower sales in the Vocational segment and higher consolidated manufacturing costs. Municipal fire apparatus shipments were below the Company's expectations in the first quarter of 2026, primarily due to production throughput, compounded by weather- and travel-related disruptions.

In February 2026, the U.S. Supreme Court ruled that the International Emergency Economic Powers Act (IEEPA) did not authorize the President to impose tariffs. In April 2026, U.S. Customs and Border Protection (CBP) implemented a process for claiming certain IEEPA tariff refunds. Based on the establishment of this refund process prior to the issuance of the Company's financial statements, the Company concluded that recovery of certain previously incurred IEEPA tariffs was probable under the loss recovery model. Accordingly, the Company recorded a receivable of $19.7 million as of March 31, 2026 for expected recoveries of certain IEEPA tariffs, of which $13.5 million was recognized in operating income in the first quarter of 2026.

In March 2026, the Company refinanced its revolving credit facility. The new five-year credit agreement for this facility has similar terms to the previous facility, with a capacity of $1.6 billion and a slightly lower interest rate.

The Company continued to repurchase shares of its Common Stock, repurchasing 303,592 shares during the first quarter of 2026 for approximately $47 million. Share repurchases during the previous twelve months benefited earnings per share during the first quarter of 2026 by $0.02 compared to the first quarter of 2025.

The Company continues to expect its 2026 earnings per share to be in the range of $10.90 on sales of approximately $11.0 billion. The earnings per share estimate includes after-tax charges of $0.60 per share related to amortization of intangible assets. Excluding amortization of intangible assets, the Company's 2026 adjusted earnings per share estimate is in the range of $11.50. The Company believes it is facing conditions that are more challenging and dynamic than it anticipated when it issued its 2026 guidance, and expects approximately 30 percent of its 2026 earnings in the first half of the year. The Company believes that the second half of 2026 will be stronger as a result of improved price-cost dynamics in the Access segment, higher fire apparatus and Next Generation Delivery Vehicle (NGDV) production, the expectation of an additional NGDV order and continued execution on new contracts with better pricing in the Transport segment.

26

Table of Contents

The Company is not updating or reaffirming its 2026 expectations by segment, as the Company continues to manage its businesses in an evolving economic landscape. In the Access segment, the Company experienced promising order activity in the first quarter of 2026, which may result in a modestly greater contribution from the segment in 2026, whereas, in the Vocational segment, while growth and operating income margins are still expected to be robust, particularly for municipal fire apparatus, the Company's first quarter delivery shortfalls and delays in facility construction timing are likely to modestly reduce the contribution from the Vocational segment in 2026. The Company estimates that tariff impacts in 2026 will largely be in-line with its previous expectations, as the expected recovery of IEEPA tariffs is expected to be offset by other tariff impacts such as the expansion of Section 232 tariffs.

RESULTS OF OPERATIONS

CONSOLIDATED RESULTS

The following table presents consolidated results (in millions):

First Quarter

2026

2025

Change

% Change

Net sales

$

2,317.8

$

2,312.8

$

5.0

0.2

%

Cost of sales

2,005.9

1,912.9

93.0

4.9

%

Gross income

$

311.9

$

399.9

$

(88.0

)

-22.0

%

% of sales

13.5

%

17.3

%

-380 bps

Selling, general and administrative

$

215.6

$

211.0

$

4.6

2.2

%

Amortization of purchased intangibles

14.3

13.5

0.8

5.9

%

Operating income

$

82.0

$

175.4

$

(93.4

)

-53.2

%

% of sales

3.5

%

7.6

%

-410 bps

First Quarter 2026 Compared to 2025

Consolidated net sales increased primarily due to improved pricing ($36 million), favorable currency impacts ($18 million) and the impact of cumulative catch-up adjustments on contracts in the Transport segment ($10 million), offset by lower sales volume ($59 million).

The decrease in consolidated gross margin was primarily due to unfavorable sales mix (210 basis points), higher material costs (140 basis points) largely related to higher tariff costs and higher manufacturing overhead costs (140 basis points)

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-17. Report date: 2025-12-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

Oshkosh Corporation is a global industrial technology company that designs and deploys advanced technologies to empower everyday heroes who build, serve and protect communities around the world. Across construction, firefighting, aviation, refuse collection, defense and delivery industries, we create purpose-built vehicles, equipment and integrated ecosystems that are safe, intuitive and highly productive. As an innovator and integrator, we work directly with our customers to solve real-world challenges – developing and applying breakthrough technologies in autonomy, artificial intelligence, connectivity and electrification. Through these advancements, we make some of the world’s toughest jobs safe, efficient, sustainable and connected — delivering measurable impact for the people who depend on us every day.

Major products manufactured and marketed by each of the Company’s business segments are as follows:

Access — aerial work platforms and telehandlers used in a wide variety of construction, industrial, agricultural, vegetation management and maintenance applications to position workers and materials at elevated heights. Access customers include equipment rental companies, construction contractors and home improvement centers. The Access segment also manufactures carriers and wreckers sold to towing companies.

Vocational — custom and commercial firefighting vehicles and equipment sold to municipal fire departments; aviation ground support products, gate equipment and airport services sold to commercial airlines, airports, air-freight carriers, ground handling customers and the military; aircraft rescue and firefighting (ARFF) vehicles sold to airports and the U.S. military; refuse and recycling collection vehicles sold to commercial and municipal waste haulers; field service vehicles and truck-mounted cranes sold to mining, construction and equipment rental companies; simulators, mobile command vehicles and other emergency vehicles sold to fire departments and other governmental units; and front-discharge concrete mixers sold to ready-mix companies.

Transport — tactical vehicles, trailers and parts sold to the U.S. military and to other militaries around the world and delivery vehicles for the United States Postal Service (USPS).

All estimates referred to in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” refer to the Company’s estimates as of February 17, 2026.

OVERVIEW

The Company experienced a dynamic and unpredictable international trade environment throughout 2025. The continuously-changing environment contributed to economic uncertainty and the Company saw some customers being judicious with spending on new equipment. Tariffs enacted in the U.S. during the year cost the Company $35 million, or $0.42 per share. Despite all of this, the Company reported solid 2025 earnings per share of $10.02.

Driven by the dedication and hard work of its more than 18,000 team members, the Company made tremendous progress on its initiatives during the year. As a result of increased production rates, sales of delivery vehicles were up $365 million, or 352%, in 2025 compared to 2024. The Access segment reported an operating income margin of 11.2% in an environment where sales were down 13.0%. Continued production throughput in the Vocational segment contributed, in large part, to the 12.6% increase in Vocational segment sales over the prior year, while increasing margins to 14.7%, an increase of 270 basis points over 2024. Higher Vocational segment sales and higher sales in the delivery vehicle business as well as improved pricing nearly offset the decline in revenue in the access equipment and defense businesses.

Improved communications with customers led to strong customer advances, resulting in cash flows from operations in 2025 of $783 million, an increase of $233 million from 2024. In addition, the One Big Beautiful Bill Act (OBBBA), enacted in the U.S. in July 2025, lowered tax payments in 2025 by approximately $90 million as a result of the acceleration of deductions.

29

In March 2025, the Company entered into an unsecured term loan with various lenders to borrow $500 million. The Company used the proceeds from the term loan to reduce the borrowings outstanding under its Revolving Credit Facility (as defined in “Liquidity”). The term loan, which is fully prepayable, carries a slightly lower interest rate than the Revolving Credit Facility and matures in March 2027.

The Company continued to repurchase shares of its Common Stock throughout the year, repurchasing nearly 2.3 million shares for $278 million. Share repurchases during the previous twelve months benefited earnings per share by $0.19 compared to 2024.

The Company announced an increase in its quarterly dividend rate of 11.8%, to $0.57 per share, beginning in the first quarter of 2026. This was the Company's twelfth straight year of a double-digit percentage increase in its dividend rate.

2026 OUTLOOK

The Company estimates consolidated sales will be approximately $11.0 billion in 2026, compared to $10.4 billion in 2025. The Company expects consolidated operating income in 2026 will be approximately $1.06 billion, resulting in diluted earnings per share of approximately $10.90. Included in the Company's expectations is amortization of intangible assets of approximately $55 million, or $0.60 per share. Excluding amortization of intangible assets, the Company expects adjusted diluted earnings per share in 2026 to be approximately $11.50. The Company's estimates assume that present levels of tariff rates continue. The Company estimates tariffs will total approximately $200 million in 2026, which is an increase of approximately $165 million from 2025.

The Company expects Access segment sales will be approximately $4.2 billion in 2026, a decrease of approximately 7.0% compared to 2025 sales as non-residential construction activity is expected to be relatively consistent with 2025. The Company expects that Access segment sales in the first quarter of 2026 will be lower than the first quarter of 2025 due to its strong sales in the fourth quarter of 2025, which the Company believes were a result of strong customer purchases in advance of announced 2026 pricing actions. The Company expects operating income margin in the Access segment in 2026 will be approximately 9.7%, down from 11.2% in 2025 due to the impact of fixed costs relative to lower expected sales levels.

The Company expects Vocational segment sales of approximately $4.2 billion in 2026, an increase of approximately 13.0% compared to 2025 sales reflecting expected increases in production volume from improved throughput and improvements in pricing in municipal fire apparatus as the Vocational segment delivers its backlog. The Company expects Vocational segment operating income margin in 2026 will be approximately 16.1%, compared to 14.7% in 2025. The segment's operating income margin is expected to increase in 2026 as a result of expected continued favorable price/cost dynamics and improved production throughput.

The Company expects Transport segment sales will be approximately $2.5 billion in 2026, an increase of approximately 19% compared to 2025 sales. The Company's estimate reflects improved pricing under recent contracts and a progressive increase in production under the Company's Next Generation Delivery Vehicle (NGDV) contract. The Company expects Transport segment operating margin will be approximately 4.0% in 2026, compared to 3.7% in 2025, reflecting the elimination of adverse cumulative catch-up adjustments experienced in 2025 and the expected receipt of a follow-on delivery order from the USPS are expected to be offset in part by higher engineering spending and the non-recurrence in 2026 of the impact of a sale of a license of Joint Light Tactical Vehicles (JLTV)-related intellectual property to the U.S. government for $25 million. The Company's expectations contemplate a receipt of a follow-on NGDV delivery order from the USPS, which the Company expects would result in a favorable cumulative catch-up adjustment at the time the order is received.

The Company estimates corporate and other costs in 2026 will be approximately $185 million. The Company estimates net interest expense will be approximately $105 million in 2026, compared to $109 million in 2025. The Company estimates the tax rate for 2026 will be approximately 24.5% and average share count will be approximately 63 million shares.

The Company expects earnings per share in the first quarter of 2026 will be approximately $0.85, reflecting the impact of tariffs, expected continued softer market conditions and seasonality in access equipment markets and the Company's expectation that its strong Access segment sales in the fourth quarter of 2025 ahead of 2026 pricing actions will result in lower first quarter 2026 sales volume.

30

RESULTS OF OPERATIONS- 2025 COMPARED WITH 2024

CONSOLIDATED RESULTS

The following table presents consolidated results (in millions):

Year Ended December 31,

2025

2024

Change

% Change

Net sales

$

10,422.3

$

10,730.2

$

(307.9

)

-2.9

%

Cost of sales

8,603.3

8,760.8

(157.5

)

-1.8

%

Gross income

$

1,819.0

$

1,969.4

$

(150.4

)

-7.6

%

% of sales

17.5

%

18.4

%

-90 bps

Selling, general and administrative

$

818.7

$

852.4

$

(33.7

)

-4.0

%

Amortization of purchased intangibles

55.1

54.7

0.4

0.7

%

Intangible asset impairments

5.7

51.6

(45.9

)

-89.0

%

Operating income

$

939.5

$

1,010.7

$

(71.2

)

-7.0

%

% of sales

9.0

%

9.4

%

-40 bps

Consolidated net sales decreased primarily due to lower organic sales volume in the Access ($659 million) and Transport ($107 million) segments, offset in part by higher sales volume in the Vocational segment ($261 million), incremental sales related to the September 2024 acquisition of AUSACORP S.L. (AUSA) ($91 million) and improved pricing ($69 million).

The decrease in consolidated gross margin was primarily due to higher labor and overhead costs (100 basis points).

Consolidated selling, general and administrative expenses decreased primarily due to lower incentive compensation accruals ($30 million).

During 2024, the Company recorded impairment charges related to Pratt Miller goodwill and intangibles ($52 million) as a result of unfavorable performance compared to forecast and adverse market conditions related to mobility and motorsports. During 2025, the Company impaired the remaining Pratt Miller goodwill ($6 million) as a reduction in royalties expected on defense contracts led to a further decline in the Company's expectations of future performance of the reporting unit.

The decrease in consolidated operating income was primarily due to the impact of lower gross margin associated with lower sales volume ($107 million), higher labor and overhead costs ($90 million) and higher warranty expense ($37 million), offset in part by improved pricing ($69 million), lower intangible asset impairments ($46 million), lower selling, general and administrative expenses ($34 million) and lower adverse changes in cumulative catch-up adjustments on contracts ($12 million).

The following table presents consolidated non-operating changes (in millions):

Year Ended December 31,

2025

2024

Change

Interest expense, net of interest income

$

(108.9

)

$

(111.9

)

$

3.0

Miscellaneous, net

11.4

4.2

7.2

Provision for income taxes

191.5

210.0

(18.5

)

Effective tax rate

22.7

%

23.3

%

Losses of unconsolidated affiliates

$

(3.5

)

$

(11.6

)

$

8.1

Miscellaneous, net includes gains and losses on investments, net foreign currency transaction gains and losses, and non-service costs of the Company’s pension plans. Results for 2025 included income related to the non-service portion of the Company's pension plans of $7 million and gains related to investments of $4 million.

The effective tax rate in 2025 included net discrete tax benefits of $17 million primarily related to the release of uncertain tax positions on the resolution of a multi-year federal income tax audit. The effective tax rate in 2024 included net discrete tax

31

benefits of $2 million. See Note 7 of the Notes to Consolidated Financial Statements for a reconciliation of the effective tax rate compared to the U.S. statutory tax rate.

Losses of unconsolidated affiliates primarily represented changes in the Company’s equity method investments. During 2024, the Company recorded an impairment of an equity method investment of $7 million.

SEGMENT RESULTS

Access

The following table presents the Access segment results (in millions):

Year Ended December 31,

2025

2024

Change

% Change

Net sales

$

4,494.4

$

5,164.7

$

(670.3

)

-13.0

%

Cost of sales

3,674.8

4,035.9

(361.1

)

-8.9

%

Gross income

$

819.6

$

1,128.8

$

(309.2

)

-27.4

%

% of sales

18.2

%

21.9

%

-370 bps

Selling, general and administrative

$

303.1

$

312.7

$

(9.6

)

-3.1

%

Amortization of purchased intangibles

14.5

10.7

3.8

35.5

%

Operating income

$

502.0

$

805.4

$

(303.4

)

-37.7

%

% of sales

11.2

%

15.6

%

-440 bps

Access segment net sales decreased primarily as a result of lower organic sales volume ($659 million) as a result of softer market conditions and the expiration in 2024 of an agreement to produce Caterpillar-branded telehandlers, as well as higher sales discounts ($118 million), offset in part by incremental sales in 2025 related to the September 2024 acquisition of AUSA ($91 million).

The decrease in gross margin in the Access segment was primarily due to higher sales discounts (190 basis points) and higher labor and overhead costs (140 basis points) due in part to lower absorption of fixed costs as a result of lower production.

The decrease in selling, general and administrative expenses in the Access segment was primarily due to lower incentive compensation accruals ($10 million).

The decrease in operating income in the Access segment was primarily due to the impact of lower gross margin associated with lower sales volume ($192 million), higher sales discounts ($118 million) and higher labor and overhead costs ($40 million), offset in part by lower incentive compensation accruals ($24 million).

Vocational

The following table presents the Vocational segment results (in millions):

Year Ended December 31,

2025

2024

Change

% Change

Net sales

$

3,726.9

$

3,310.3

$

416.6

12.6

%

Cost of sales

2,901.0

2,630.7

270.3

10.3

%

Gross income

$

825.9

$

679.6

$

146.3

21.5

%

% of sales

22.2

%

20.5

%

170 bps

Selling, general and administrative

$

241.3

$

242.8

$

(1.5

)

-0.6

%

Amortization of purchased intangibles

37.5

39.7

(2.2

)

-5.5

%

Operating income

$

547.1

$

397.1

$

150.0

37.8

%

% of sales

14.7

%

12.0

%

270 bps

Vocational segment net sales increased due to higher sales volume ($261 million), largely as a result of increased production rates, and improved pricing ($157 million).

32

The increase in gross margin in the Vocational segment was primarily attributable to improved pricing (300 basis points), offset in part by higher material costs (90 basis points) and higher labor and overhead costs (60 basis points).

The increase in operating income in the Vocational segment was largely a result of improved pricing ($157 million) and the impact of higher gross margin associated with higher sales volume ($76 million), offset in part by higher labor and overhead costs ($45 million), higher material costs ($25 million) and higher warranty expense ($16 million).

Transport

The following table presents the Transport segment results (in millions):

Year Ended December 31,

2025

2024

Change

% Change

Net sales

$

2,096.7

$

2,155.2

$

(58.5

)

-2.7

%

Cost of sales

1,916.0

1,996.1

(80.1

)

-4.0

%

Gross income

$

180.7

$

159.1

$

21.6

13.6

%

% of sales

8.6

%

7.4

%

120 bps

Selling, general and administrative

$

102.9

$

107.7

$

(4.8

)

-4.5

%

Operating income

$

77.8

$

51.4

$

26.4

51.4

%

% of sales

3.7

%

2.4

%

130 bps

Transport segment net sales decreased primarily due to lower sales volume of the JLTV to the Department of Defense ($687 million) due to completion of production under the Company's JLTV contract, offset in part by the ramp up of NGDV production ($365 million), higher international tactical wheeled vehicle sales volumes ($142 million), higher Family of Heavy Tactical Vehicles sales volume ($119 million) and the license of JLTV-related intellectual property to the U.S. government ($25 million).

The increase in gross margin in the Transport segment was primarily due to improved pricing (120 basis points), improved sales mix (80 basis points) and lower unfavorable cumulative catch-up adjustments (40 basis points), offset in part by higher warranty expense (110 basis points).

The decrease in selling, general and administrative expenses in the Transport segment was primarily due to lower incentive compensation accruals ($2 million).

The increase in operating income in the Transport segment was largely a result of improved pricing under recent contracts ($30 million), the license of intellectual property to the U.S. government ($25 million) and lower unfavorable cumulative catch-up adjustments ($9 million), offset in part by higher warranty expense ($22 million) and the impact of lower gross margin associated with lower sales volume ($18 million).

Corporate and other

The following table presents corporate and other results (in millions):

Year Ended December 31,

2025

2024

Change

% Change

Net sales

$

104.3

$

100.0

$

4.3

4.3

%

Cost of sales

111.5

98.1

13.4

13.7

%

Gross income

(7.2

)

1.9

(9.1

)

-478.9

%

Selling, general and administrative

171.4

189.2

(17.8

)

-9.4

%

Amortization of purchased intangibles

3.1

4.3

(1.2

)

-27.9

%

Intangible asset impairments

5.7

51.6

(45.9

)

-89.0

%

Operating loss

$

(187.4

)

$

(243.2

)

$

55.8

-22.9

%

Net operating costs for corporate and other decreased primarily due to lower intangible asset impairments ($46 million) at the Company's Pratt Miller business unit and lower incentive compensation accruals ($17 million).

33

2024 COMPARED WITH 2023

The comparison of the year ended December 31, 2024 results with the year ended December 31, 2023 results can be found in the “Management’s Discussion and Analysis” section in the Company’s 2024 Annual Report on Form 10-K.

LIQUIDITY AND CAPITAL RESOURCES

The Company generates significant capital resources from operating activities, which is the expected primary source of funding for the Company. The Company expects cash flow from operations to be between $750 million and $850 million in 2026. In addition to cash generated from operations, the Company had other sources of liquidity available at December 31, 2025, including $479.8 million of cash and cash equivalents and $1.51 billion of unused available capacity under the Revolving Credit Facility (as defined in “Liquidity”). Borrowings under the Revolving Credit Facility could, as discussed below, be limited by a financial covenant contained in the Credit Agreement (as defined in “Liquidity”). The Company was in compliance as of December 31, 2025 and expects to remain in compliance with the financial covenants contained in the Credit Agreement.

The Company continues to actively monitor its liquidity position and working capital needs and prioritizes capital expenditures related to capacity and strategic investments. The Company remains in a stable overall capital resources and liquidity position that the Company believes is adequate to meet its projected needs. In March 2025, to provide additional liquidity, the Company entered into a credit agreement with various lenders to borrow funds under a $500 million unsecured term loan, which matures in March 2027. The Company used the proceeds from the term loan to repay a portion of the borrowings that were outstanding under the Revolving Credit Facility.

Financial Condition at December 31, 2025

The Company’s cash and cash equivalents and capitalization were as follows (in millions):

December 31,

2025

2024

Cash and cash equivalents

$

479.8

$

204.9

Total debt

1,100.9

961.8

Total shareholders’ equity

4,530.5

4,152.1

Total capitalization (debt plus equity)

5,631.4

5,113.9

Debt to total capitalization

19.5

%

18.8

%

The Company’s ratio of debt to total capitalization of 19.5% at December 31, 2025 remained within its targeted range.

The Company’s goal is to maintain an investment-grade credit rating. The rating agencies periodically update the Company’s credit ratings as events or changes in economic conditions occur. At December 31, 2025, the long-term credit ratings assigned to the Company’s senior debt securities by the credit rating agencies engaged by the Company were as follows:

Rating Agency

Rating

Fitch Ratings

BBB

Moody’s Investor Services, Inc.

Baa3

Standards & Poor’s

BBB

Consolidated days sales outstanding (defined as “Trade Receivables” at quarter end divided by “Net Sales” for the most recent quarter multiplied by 90 days) was 43 days at December 31, 2025, up from 40 days at December 31, 2024. Days sales outstanding for segments other than the Transport segment was 51 days at December 31, 2025, up from 44 days at December 31, 2024, primarily due to the impact of sales mix on average payment terms in the Access segment. Consolidated inventory turns (defined as “Cost of Sales” on an annualized basis, divided by the average “Inventory” at the past five quarter end periods) decreased from 3.9 times at December 31, 2024 to 3.6 times at December 31, 2025, primarily due to increases in inventory levels in the Transport and Vocational segments. Consolidated days payables outstanding (defined as “Accounts Payable” at quarter end divided by material costs of sales for the most recent quarter multiplied by 90 days) was 65 days at December 31, 2025 and December 31, 2024.

34

Operating Cash Flows

Operating activities provided $783.4 million of cash in 2025 compared to $550.1 million in 2024. The increase in cash provided by operating activities was primarily due to lower tax payments, an increase in customer advances and investments in the NGDV program in 2024. Net cash tax payments for 2025 of $159.9 million were down $238.6 million compared to 2024 primarily due to higher taxable income in 2023 as a result of the timing of customer advances and lower tax payments following the enactment of the OBBBA.

Investing Cash Flows

Investing activities used cash of $204.9 million in 2025 compared to $388.8 million in 2024. During 2024, the Company used $113.5 million to fund the acquisition of AUSA. The Company used $165.4 million for capital expenditures in 2025, a decrease of $115.6 million compared to 2024 when the Company was investing in new facilities in South Carolina and Tennessee. The Company anticipates that it will spend $200 million on capital expenditures in 2026.

Financing Cash Flows

Financing activities used cash of $315.9 million in 2025 compared to $75.1 million in 2024, primarily due to increased share repurchases and lower net borrowings. In 2025, the Company repurchased 2,280,539 shares of its Common Stock at an aggregate cost of $278.0 million. The Company's Board of Directors authorized the repurchase of 12,000,000 shares in May 2022, of which 7,945,869 shares remained as of December 31, 2025. In 2024, the Company repurchased 1,058,474 shares of its Common Stock at an aggregate cost of $116.0 million.

Liquidity

Credit Agreements

In March 2022, the Company entered into a Third Amended and Restated Credit Agreement (as amended, the “Credit Agreement”). The Credit Agreement provides for an unsecured revolving credit facility (the “Revolving Credit Facility”) with a maximum aggregate availability of $1.55 billion that matures in March 2027. At December 31, 2025, specified outstanding letters of credit of $35.3 million reduced available capacity under the Revolving Credit Facility to $1.51 billion.

Under the Credit Agreement, the Company is obligated to pay (i) an unused commitment fee ranging from 0.080% to 0.225% per annum of the average daily unused portion of the aggregate revolving credit commitments under the Credit Agreement and (ii) a fee ranging from 0.438% to 1.500% per annum of the maximum amount available to be drawn for each letter of credit issued and outstanding under the Credit Agreement.

On March 31, 2025, the Company entered into a credit agreement with various lenders to borrow funds under a $500 million unsecured term loan (the “Term Loan”) that matures in March 2027. The Company used the proceeds from the Term Loan to repay a portion of the borrowings that were outstanding under the Revolving Credit Facility.

Covenant Compliance

The Term Loan and the Credit Agreement contain various restrictions and covenants, including a requirement that the Company maintain a leverage ratio at certain levels, subject to certain exceptions, restrictions on the ability of the Company and certain of its subsidiaries to consolidate or merge, create liens, incur additional subsidiary indebtedness and consummate acquisitions and a restriction on the disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole. The Company was in compliance with the financial covenants as of December 31, 2025 and expects to be able to meet the financial covenants contained in its credit agreements over the next twelve months.

Senior Notes

In May 2018, the Company issued $300 million of 4.60% unsecured senior notes due May 15, 2028 (the “2028 Senior Notes”). In February 2020, the Company issued $300 million of 3.10% unsecured senior notes due March 1, 2030 (the “2030 Senior Notes”). The 2028 Senior Notes and the 2030 Senior Notes were issued pursuant to an indenture (the “Indenture”)

35

between the Company and a trustee. The Indenture contains customary affirmative and negative covenants. The Company has the option to redeem the 2028 and 2030 Senior Notes at any time for a premium.

Refer to Note 16 of the Notes to Consolidated Financial Statements for additional information regarding the Company’s debt as of December 31, 2025.

Contractual Obligations

The total amount of gross unrecognized tax benefits, including interest, for uncertain tax positions was $45.5 million as of December 31, 2025. Future settlements with tax authorities could result in payment of these obligations. Due to the difficulty in determining the timing of such settlements, these obligations are not included in the summary of the Company’s fixed contractual obligations. See Note 7 of the Notes to Consolidated Financial Statements for additional information regarding the Company’s unrecognized tax benefits as of December 31, 2025. Following is a summary of the Company’s contractual obligations and payments due by period following December 31, 2025 (in millions):

Payments Due by Period

Less Than

More Than

Total

1 Year

1-3 Years

3-5 Years

5 Years

Long-term debt (including interest)(1)

$

1,202.8

$

46.2

$

843.8

$

311.6

$

1.2

Lease obligations

314.5

70.3

118.4

64.4

61.4

Purchase obligations(2)

2,131.1

2,086.7

44.4

—

—

Other non-current liabilities(3)

458.5

37.0

74.8

75.7

271.0

$

4,106.9

$

2,240.2

$

1,081.4

$

451.7

$

333.6

(1)
Interest was calculated based upon the interest rate in effect on December 31, 2025.

(2)
The amounts for purchase obligations included above represent all obligations to purchase goods or services under agreements that are enforceable and legally binding and that specify all significant terms.

(3)
Represents other non-current liabilities on the Company’s Consolidated Balance Sheet, including the current portion of these liabilities. The projected timing of cash flows associated with these obligations is based on management’s estimates, which are based largely on historical experience. This amount also includes all liabilities under the Company’s pension and other post-employment benefit plans. See Note 6 of the Notes to Consolidated Financial Statements for information regarding these liabilities and the plan assets available to satisfy them.

CRITICAL ACCOUNTING ESTIMATES

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” is based on the Company’s Consolidated Financial Statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and judgments that affect reported amounts and related disclosures. On an ongoing basis, management evaluates and updates its estimates. Management employs judgment in making its estimates, which are based on historical experience, currently available information and various other assumptions that the Company believes to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily available from other sources. Actual results could differ from those estimates. Management believes that its judgment is applied consistently and produces financial information that fairly depicts the results of operations for all periods presented.

Estimate-at-Completion (EAC). The Company has concluded that control of substantially all of the Transport segment’s performance obligations transfers to the customer as the performance obligations are satisfied and therefore revenue is recognized over time. The Transport segment recognizes revenue on its performance obligations that are satisfied over time by measuring progress using the cost-to-cost method of percentage-of-completion because it best depicts the transfer of control to the customer. Under the cost-to-cost method of percentage-of-completion, the Transport segment measures progress based on the ratio of costs incurred to date to total estimated costs for the performance obligations. Due to the size and nature of these contracts, the estimation of total revenues and costs is complex and requires judgment by management. The Company must make assumptions regarding expected increases in wages and employee benefits, productivity and availability of labor, material costs and allocated fixed costs, as well as expected impacts on pricing related to certain economic price adjustment clauses. Each contract is evaluated at contract inception to identify risks and estimate revenue and costs. In performing this

36

evaluation, the Transport segment considers risks of contract performance such as technical requirements, schedule, duration and key contract dependencies. Occasionally, the Company incurs production costs not planned or budgeted, or in excess of its original budget. The Company reviews such costs to determine if they are contributing and proportionate to the Company's progress in satisfying the performance obligation. Costs that are contributing but not proportionate to the Company's progress are reviewed to determine if they represent inefficiencies, which requires significant judgment. Normal costs are included in the cost-to-cost method of percentage-of-completion while inefficiencies do not contribute to the Company's progress in satisfying the performance obligation and are expensed as incurred. The above considerations are then factored into the Company’s estimated revenue and costs. If a loss is expected on a performance obligation, the complete estimated loss is recorded in the period in which the loss is identified. Preliminary contract estimates are subject to change throughout the duration of the contract as additional information becomes available that impacts risks and estimated revenue and costs. Changes to production costs, overhead rates, schedule, learning curve and/or supplier performance can also impact these estimates. These estimates require significant judgment by management. The Company recognizes changes in estimated sales or costs and the resulting profit or loss on a cumulative basis. Changes in estimates on contracts accounted for under the cost-to-cost method resulted in cumulative catch-up adjustments on contract margins that decreased Transport segment operating income by $37.9 million and $46.9 million in 2025 and 2024, respectively.

Goodwill. Goodwill reflects the cost of an acquisition in excess of the aggregate fair value assigned to identifiable net assets acquired. Goodwill is not amortized; however, it is assessed for impairment annually and as triggering events or “indicators of potential impairment” occur. The Company performs its annual impairment test at the beginning of the fourth quarter. The Company evaluates the recoverability of goodwill by estimating the fair value of the businesses to which the goodwill relates. Estimated cash flows and related goodwill are grouped at the reporting unit level. A reporting unit is an operating segment or, under certain circumstances, a component of an operating segment. When a reporting unit's fair value is less than its carrying value, an impairment loss is recognized for the difference between the fair value and carrying value of the reporting unit. The Company had $1.4 billion of goodwill at December 31, 2025.

The Company estimates the fair value of the reporting units utilizing the income approach and the market approach. The income approach is weighted more heavily (75%) as the Company believes the income approach more accurately considers long-term fluctuations in the U.S. and European construction markets compared to the market approach. Under the income approach, the Company estimates fair values based on discounted estimated future cash flows. Future cash flows are estimated based on the Company’s internal projection models, industry projections, terminal growth rates and other assumptions, including the Company's estimates for revenue growth and operating income margins. The Company estimates discounts rates based on the Company’s estimated weighted-average cost of capital, adjusted based on risk, which reflects the overall level of inherent risk of a reporting unit and the rate of return a market participant would expect to earn. Under the market approach, the Company estimates the fair value of its reporting units based on revenue and earnings multiples of comparable publicly traded companies. There are inherent uncertainties related to the Company’s estimates and assumptions and management uses significant judgment in estimating them. In evaluating the fair values of its reporting units, the Company also reconciles its total estimated fair value to within a reasonable range of the Company’s market capitalization.

During 2024, the Company determined that a triggering event had occurred at Pratt Miller due to unfavorable performance compared to forecast and adverse market conditions related to mobility and motorsports and, therefore, assessed the reporting unit for impairment. As a result of the assessment, the Company recorded an impairment charge of $38.7 million in 2024. During 2025, the Company impaired the remaining Pratt Miller goodwill ($5.7 million) as changes to royalties expected on defense contracts led to a further decline in the Company's expectations of future performance of the reporting unit. A combination of the income and market approaches were used to calculate the fair values of the reporting unit, weighted consistently with the Company’s annual impairment test.

For the annual impairment test, the Company used discount rates, depending on reporting unit, of 11.5% to 15.0% (13.0% to 17.0% at October 1, 2024) and a terminal growth rate of 3.0% (3.0% at October 1, 2024). The Company’s annual impairment assessment indicated that no additional impairments to goodwill were required. The fair value of each reporting unit exceeded its carrying value by more than 10%. Changes in estimates or the application of alternative assumptions could have produced different results. See Note 12 of the Notes to Consolidated Financial Statements for information regarding the Company’s goodwill.

37

NEW ACCOUNTING STANDARDS

See Note 2 of the Notes to Consolidated Financial Statements regarding the impact or potential impact of recent accounting pronouncements on the Company’s consolidated financial statements.

CUSTOMERS AND BACKLOG

Sales to the U.S. government comprised approximately 20% of the Company’s net sales in 2025. No other single customer accounted for more than 10% of the Company’s net sales for this period. A substantial majority of the Company’s net sales are derived from the fulfillment of customer orders that are received prior to commencing production.

The Company’s backlog as of December 31, 2025 decreased 3.8% to $14.2 billion compared to $14.7 billion at December 31, 2024. Access segment backlog decreased 30.4% to $1.3 billion at December 31, 2025, compared to $1.8 billion at December 31, 2024. The Company believes the decrease in backlog was primarily the result of slowing demand in North America due to the uncertain macro environment and the normalization of orders in connection with improved product availability. Vocational segment backlog increased 4.7% to $6.6 billion at December 31, 2025, compared to $6.3 billion at December 31, 2024, due to higher pricing on future deliveries and continued strong demand for municipal fire apparatus. Unit backlog for municipal fire apparatus as of December 31, 2025 was up 1.5% compared to December 31, 2024. Unit backlog for refuse and recycling collection vehicles as of December 31, 2025 was down 46.7% compared to December 31, 2024 as the Company believes customers have been cautious in the uncertain macroeconomic environment. Transport segment backlog decreased 5.4% to $6.2 billion at December 31, 2025, compared to $6.5 billion at December 31, 2024, primarily reflecting NGDV production and completion of production under the Company's domestic JLTV contract in 2025.

Backlog represents the dollar amount of revenues that the Company anticipates from customer contracts that have been awarded and/or are in progress. Reported backlog includes the original contract amount and any contract modifications that have been agreed upon. Reported backlog excludes purchase options, orders for which definitive contracts have not been executed and any potential future contract modifications. Backlog is comprised of fixed and variable priced contracts that may be canceled, modified or otherwise changed in the future. As a result, backlog may not be indicative of future operating results. Backlog information and comparisons thereof as of different dates may not be accurate indicators of future sales. Approximately 53% of the Company’s December 31, 2025 backlog is not expected to be filled in 2026.

NON-GAAP FINANCIAL MEASURES

The Company is forecasting earnings per share excluding items that affect comparability. When the Company forecasts earnings per share, excluding items, this is considered a non-GAAP financial measure. The Company believes excluding the impact of these items is useful to investors to allow a more accurate comparison of the Company’s operating performance to prior year results. However, while forecasted adjusted earnings per share excludes amortization of purchased intangibles, revenue and earnings of acquired companies are reflected in forecasted adjusted earnings per share and intangible assets contribute to the generation of revenue and earnings. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s results or forecasts prepared in accordance with GAAP. The table below presents a reconciliation of the Company’s presented non-GAAP measure to the most directly comparable GAAP measure:

2026 Expectations

Earnings per share-diluted (GAAP)

$

10.90

Amortization of purchased intangibles, net of tax

0.60

Adjusted earnings per share-diluted (non-GAAP)

$

11.50