Form 4: REV Group Director Converts Shares in Terex Merger

REV Group Director John Canan reported the conversion of his common stock and restricted stock units into Terex Corporation shares and cash following the completion of the merger.

Summary

• Director John Canan reported changes in beneficial ownership of REV Group, Inc. securities due to the company's merger with Terex Corporation.
• The transactions occurred on February 2, 2026, marking the effective date of the First Merger where REV Group, Inc. became a wholly owned subsidiary of Terex Corporation.
• Canan's 63,285 shares of REV Group common stock were cancelled and converted into the right to receive 0.9809 shares of Terex common stock and $8.71 in cash per share.
• His 2,105 outstanding restricted stock unit (RSU) awards of REV Group were cancelled and converted into Terex RSU awards, covering a number of Terex shares equal to 1.1309 times the original number of REV Group RSU shares, plus a restricted cash payment for accrued dividend equivalents.
• Following these transactions, John Canan beneficially owns 0 shares of REV Group common stock and 0 REV Group RSU awards, and is no longer subject to Section 16 reporting for REV Group, Inc.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a neutral to slightly positive event, as it confirms the successful completion of a strategic merger, providing liquidity and continued equity participation for the reporting person, but marks the end of REV Group as an independent public entity.

Positives

• The merger with Terex Corporation has been successfully completed, indicating a finalized strategic transaction for former REV Group shareholders.
• Director John Canan received a combination of Terex common stock and cash for his REV Group shares, providing both liquidity and continued equity participation in the acquiring entity.
• Restricted stock units were converted into Terex RSUs with an uplift factor of 1.1309, potentially increasing the value of the equity awards for the reporting person.

Negatives

• REV Group, Inc. common stock is no longer publicly traded, as the company has become a wholly owned subsidiary of Terex Corporation.
• Existing REV Group shareholders no longer hold direct equity in REV Group, Inc. as an independent public entity.

Future Outlook

The filing does not provide a future outlook for REV Group as an independent entity, as it has been acquired. The outlook would now be integrated into Terex Corporation's forward-looking statements.

Industry Context

StockSavvy.ai notes that this merger signifies consolidation within the specialized vehicle manufacturing sector, with Terex expanding its portfolio by acquiring REV Group's diverse range of emergency, commercial, and recreation vehicles. This move could enhance Terex's market share and operational synergies.

Comparison to Industry Standards

• The conversion terms (cash and stock) are typical for strategic acquisitions in the industrial manufacturing sector, similar to how Oshkosh Corporation or PACCAR might structure deals to integrate new brands while offering shareholders a mix of liquidity and future growth potential in the combined entity.
• The RSU conversion factor of 1.1309 suggests a premium or adjustment to ensure equity award holders are appropriately compensated and incentivized post-merger, a common practice to retain key talent during transitions.

Management Changes

Stakeholder Impact

• Shareholders (of former REV Group): Received a combination of cash and Terex Corporation stock, providing liquidity and continued investment in the combined entity.
• Employees (of REV Group): RSU awards converted to Terex RSUs, generally maintaining vesting criteria, which aims to retain talent.
• Customers/Suppliers (of REV Group): Operations continue under Terex ownership, potentially leading to integration benefits or changes in supply chain/customer relations over time.

Next Steps

• John Canan will now hold Terex Corporation common stock and Terex RSU awards.
• REV Group, Inc. will operate as a wholly owned subsidiary of Terex Corporation.

Key Dates

Keywords

REV Group, REVG, Terex Corporation, Merger, Acquisition, Form 4, Insider Transaction, Beneficial Ownership, Stock Conversion, RSU Conversion, John Canan