Item 1.01. Entry into a Material Definitive Agreement.

On February 26, 2020, Oshkosh Corporation (the "Company") completed its public offering of $300.0 million aggregate principal amount of its 3.100% Senior Notes due 2030 (the "Notes"). The Notes were issued pursuant to a base indenture (the "Base Indenture"), dated May 17, 2018, between the Company and Wells Fargo Bank, National Association ("Wells Fargo"), as trustee, as supplemented by a second supplemental indenture (the "Second Supplemental Indenture" and together with the Base Indenture, the "Indenture"), dated February 26, 2020, between the Company and Wells Fargo, as trustee. The material terms of the Indenture are described in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2020, which description is incorporated by reference herein. Such description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture, the Second Supplemental Indenture and the form of Global Note, which are filed herewith as Exhibits 4.1, 4.2 and 4.3, respectively, and are incorporated by reference herein.

The Company received approximately $295.9 million in net proceeds from the sale of the Notes, after deducting the underwriters' discounts and commissions and estimated expenses of the offering payable by the Company. The Company intends to use the net proceeds from the sale of the Notes to redeem all of the Company's outstanding $250.0 million aggregate principal amount of 5.375% Senior Notes due 2025 and to pay the related redemption premium of approximately $6.7 million. Any remaining proceeds will be used for general corporate purposes.

Item 9.01. Financial Statements and Exhibits.






 (a) Not applicable.




 (b) Not applicable.




 (c) Not applicable.

(d) Exhibits. The exhibits set forth in the following Exhibit Index are being

filed herewith:

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